Search for: "Noble Corporation"
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2 Nov 10:46 am
... of the NYMEX Exchange bylaws. City of Westland Police & Fire Retirement System v. Axcelis Technology, Inc., C.A. No. 4473-VCN, Noble,
V.C. (Del. Ch. Sept. 28, 2009). The Court dismissed plaintiffs' action under Section 220 of the General Corporation Law of Delaware for books
and records of the defendant company, finding that the plaintiff failed to demonstrate a credible basis from which the Court could infer mismanagement, ...
15 Jan 11:11 am
... additional claims against the defendants. Klamka v. OneSource Technologies, Inc., C.A. No. 3639-VCN, Noble, V.C. (Del. Ch. Dec. 15, 2008).
Plaintiff moved for a default judgment for the appointment of a custodian for OneSource Technologies, an abandoned Delaware corporation.
Although OneSource's business operations could not be resurrected, Plaintiff planned on merging it with a new entity so as to use OneSource's trading symbol and Pink ...
26 Mar 7:51 am
... under the Caremark doctrine. The Court also rejected Plaintiffs' claims for violation of the directors' duty to disclose, but allowed a claim of corporate waste regarding
executive compensation to proceed. This decision was compared to the Court's recent holding in American International Group, Inc. ... Metcap Securities LLC, et al. v. Pearl Senior Care,
Inc., et al., C.A. No. 2129-VCN, Noble, V.C. (Del. Ch. Feb. 27, 2009). The facilitators of an acquisition brought suit to recover a $20 million
fee ...
2 Oct, 2008 3:46 pm
... , C. (Del. Ch. August 1, 2008). The Court ruled on several motions to dismiss by third party defendants. The plaintiff corporation alleged
tortious conduct by the defendant, who had several claims against the third party defendants, former directors and shareholders of a company ... continue to search for a new CEO. In re
William Lyon Homes Shareholder Litigation, C.A. No. 2015-VCN, Noble, V.C. (Del. Ch. August 8, 2008). The Court denied the plaintiff's motion to
compel the production of three ...
26 May 2:29 pm
... claim for dissolution based on unproven breaches of fiduciary duty. FLI Deep Marine LLC v. McKim, C.A. No. 4138-VCN, Noble, V.C. (Del. Ch.
April 21, 2009). Plaintiffs initially made a demand on the Board of Deep Marine Holdings, ... 4340-VCP, Parsons, V.C. (Del. Ch. April 14, 2009). The Petitioner brought suit under § 211
of the Delaware General Corporation Law to compel the Respondent Transtech Service Partners to hold an annual shareholder meeting to elect
directors. The Company was formed as a " ...
30 Jul 9:49 am
... , 2009, Noble would provide Nissan with assistance in managing the process of re-sourcing production of the parts to another supplier. In
addition, Noble would also build an inventory bank for Nissan in order to protect Nissan from any parts shortages resulting from the re- ... .
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23 Jun 9:37 pm
... to funding the copious Obama bailouts: I want to gag when I hear people say stuff like, "The rich get the majority of their income through dividends, yet they are taxed at the 15%
poverty level." [D]ividends have already been taxed at the corporate level. [The]15% is a tax rate and should not be equated with any economic level. The more you make, the more
you pay. Nothing particularly controversial about that, right? The author is merely saying that dividends are subject to double taxation, ...
11 Jul, 2007 3:14 pm
... independence be called into question by the charitable giving of the allegedly dominating person, in this instance, Mr. Wexner?" VC Noble
answered that question as follows: The determination of whether a particular director is "beholden" to an allegedly controlling person is not limited ... longer president. How does VC
Noble know that Gee might have such feelings? Hmm. The Delaware courts are required to make all sorts of behavioral assumptions with regard to
corporate directors, but evidence about ...
5 Oct, 2008 3:53 pm
... of the Future (Walter Kaufmann, trans., New York: Vintage Books, 1966) Section 275 (What is Noble). It was with this passage of Nietzsche
in mind that I considered the possible shape of the principal regulatory consequences of the financial crisis. Attention is ... shifts of regulatory consequences far beyond its apparent
scope. I highlight two here: 1. Regulation of Multinational Corporations: Underlying the great global finger pointing in the context of the financial crisis has been the idea of
...
4 Apr, 2007 10:16 am
... . It said an internal investigation found pervasive backdating and misdating of stock options, along with incorrect entries in board minutes. Barnes & Noble said that while "serious mistakes were made," its internal probe did not find "any intent to defraud or fraudulent misconduct." ... to the WSJ the
accuracy of the B&N's release. He said Rosen thought the use of hindsight to select advantageous grant dates was "OK." "He was looking at it as a corporate-law issue, not an
accounting issue."
30 Jul, 2008 5:10 pm
... in the legal consequences of the relationship between the ultimate shareholder (the Russian Federation), the management obligations of the state corporation (however defined), and the operations of the commercial and non-commercial subsidiaries. Of course, to the extent that ... the question--are
Russian state corporations corporations a all--is largely irrelevant, except perhaps to those whose life work is to preserve legal field boundaries. And there is a certain
benefit to that noble task--as a ...
19 Aug, 2008 2:59 am
VC Noble's opinion in Ryan v. Lyondell is still getting attention. That case gave apparently scant effect to a due care waiver despite
Delaware's authorization of such clauses in 102(b)(7). ... the law of unincorporated firms, particularly including Delaware's law on this subject, features clear enforcement of
customized contracts. This difference between corporations and uncorporations was demonstrated recently in the Delaware Supreme Court's Wood v. Baum, which I recently discussed
on the Harvard ...
5 Apr, 2007 3:52 am
That's what a Barnes & Noble lawyer evidently thought when he decided backdating was ok. According to the WSJ: The company placed some of
the blame on its outside lawyer, saying senior executives recalled receiving advice from the attorney ... Then we might see structures better designed to fit clients' needs. Another way
to solve this is to fix legal education. Corporate lawyers-to-be learn in law school basically what law professors want to teach them. Many law professors find corporate
social ...
13 Oct, 2007 10:33 am
For all its noble intentions, the five-year-old Sarbanes-Oxley Act prompts many complaints from the corporate community. It has been
blamed (wrongly, in most cases) for prompting companies to shun public listings in New York. Executives complained about the cost of compliance, and the potential for liability. Then
they turned around and decided it wasn't so bad after all. Now, two academic studies commissioned by the American Enterprise Institute conclude that SOX, as it's ...
12 Oct 2:06 pm
... . v. Lexington-Fayette urban County Airport Corporation et. Al 2007-SC-000602-TG October 1, 2009 Opinion by Justice Noble. All sitting; all concur. The estates of persons killed in a commercial airplane crash sued Comair, the ... case to its docket from the Court of
Appeals. The Court affirmed, holding that the airport board and airport corporation were both agencies of the LFUCG, exercising a function
integral to state government by providing essential transportation infrastructure ...
12 Oct 2:01 pm
Tina Martin, Administratrix of the Estate of Billie Carol Shreve, Deceased; and Donald Ray Shreve, Individually v. Ohio County Hospital Corporation 2008-SC-000211 October 1, 2009 Opinion by Justice Noble. All sitting; all concur. Billie Carol Shreve
died after suffering injuries in a car accident. Her estate and surviving spouse brought suit against the hospital under three causes of action: medical ...
3 Oct, 2007 3:48 pm
... of the Most Feared Lawyer in America, about the rise and fall of Bill Lerach of Milberg, Weiss, Lerach, once the leading class-action lawyer in America and now a convicted felon
[sic], a morality tale of greed and corruption in the legal and corporate worlds, set against the biggest financial boom in our history, pitched as in the spirit of Conspiracy of
Fools and The Brightest Boys in the Room [sic], to Phyllis Grann at Doubleday in a significant deal, in a pre-empt, by Andrew Stuart at The ...
24 Dec, 2008 5:10 am
At its December 10 meeting, the New York Public Service Commission (PSC) approved effective December 15 a proposed transfer of passive ownership in the upstream owner of certain wind
developer companies in New York state without declaring the new passive owners electric corporations subject to PSC regulation. The PSC indicates: Describing the transaction, the
Petitioners explain that [...]
13 Sep, 2008 7:10 pm
... the notion that disinterested directors were intentionally disregarding their duties." DGCL Section 102(b)(7) provides that corporations may exculpate their directors from
monetary liability for a breach of the duty of care, but not for conduct that is ... of duty," which necessarily entails an intent component, in the finding of bad faith. However, in
Lyondell, V.C. Noble held that the failure of the board of directors of a target company to actively engage itself in the CEO-dominated sale of
the ...
14 Jul 6:37 am
... murderer's row of all stars, including the current lineup - Chancellor William Chandler III, Vice Chancellors John Noble, Stephen Lamb,
Donald Parsons and Strine. Included in the all-star sentiment is the Supreme Court, which oversees ... And I realize that is the burden of being Steele or Strine, particularly in this
age, when the gilded excess has crashed. The future of Corporate America will largely be written in their courtrooms in the years to come. And while all Delawareans depend on
them, so ...
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