Dillinger’s v. CR-GTD — LLC manager injunction affirmed
The Wyoming Supreme Court affirmed an injunction barring an LLC manager from acting for the company, while holding that the trial court’s contract ruling remains preliminary.
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Corporate Governance
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Kaye v. Merchant Factors Corp. — Director Removal Valid Under Original By-Laws Even Though Amended By-Laws Were Never Ratified
First Department affirms dismissal of a director’s reinstatement claim, holding that board removal for cause was valid under the corporation’s original by-laws — which remained in effect after amended by-laws failed to obtain required shareholder approval — and that citing the wrong by-law provision in the meeting notice was not a fatal defect.
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AMF Trust Ventures v. i80 Group — Former LLC Members Lose Derivative Standing Under Delaware’s Continuous Ownership Rule
First Department reverses leave to amend, holding that former Class B members of Delaware LLCs lack derivative standing after involuntary withdrawal, and that the fraud exception requires pleading specific facts showing the transaction was designed solely to strip derivative standing.
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Ramone v. Frey
Appellate Division affirms summary judgment on fiduciary duty liability against Ramones Productions board member, finding confirmed binding mediation award established breach as a matter of law.
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People v. National Rifle Association of America, Inc.
Appellate Division affirms $4.3 million judgment and ten-year bar against former NRA executive Wayne LaPierre for breach of fiduciary duty, rejecting business judgment rule defense.