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Joy V North
''Joy v. North'', 692 F.2d 880 (2d Cir. 1982) is a US corporate law case, concerning the rules for bringing a corporate derivative suit. The case arose under Connecticut law, but the opinion extensively discussed by analogy the relevant standards under Delaware and New York (state), New York law. Facts Doris Joy was a minority shareholder in Citytrust, Inc and Nelson North was the CEO. Doris complained that Nelson had given a loan to Katz Corp, without considering the merits of the deal, because Katz Corp employed Nelson's son. Citytrust, Inc established a 'Special Litigation Committee' of two independent directors, which concluded that the litigation should be discontinued in respect of most of the board members. Judgment Judge Winter held that the litigation was warranted. If the case appears to be worth a substantial amount in relation to equity, the case should continue. If not it must consider further business factors. Judge Cardamone, dissenting, disapproved of the method ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
United States Court Of Appeals For The Second Circuit
The United States Court of Appeals for the Second Circuit (in case citations, 2d Cir.) is one of the thirteen United States Courts of Appeals. Its territory comprises the states of Connecticut, New York and Vermont. The court has appellate jurisdiction over the district courts in the following districts: * District of Connecticut * Eastern District of New York * Northern District of New York * Southern District of New York * Western District of New York * District of Vermont The Second Circuit has its clerk's office and hears oral arguments at the Thurgood Marshall United States Courthouse at 40 Foley Square in Lower Manhattan. Due to renovations at that building, from 2006 until early 2013, the court temporarily relocated to the Daniel Patrick Moynihan United States Courthouse across Pearl Street from Foley Square; certain court offices temporarily relocated to the Woolworth Building at 233 Broadway. Because the Second Circuit includes New York City, it has long been one ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Ralph K
Ralph (pronounced ; or ,) is a male given name of English, Scottish and Irish origin, derived from the Old English ''Rædwulf'' and Radulf, cognate with the Old Norse ''Raðulfr'' (''rað'' "counsel" and ''ulfr'' "wolf"). The most common forms are: * Ralph, the common variant form in English, which takes either of the given pronunciations. * Rafe, variant form which is less common; this spelling is always pronounced , as are all other English spellings without "l". * Raife, a very rare variant. * Raif, a very rare variant. Raif Rackstraw from H.M.S. Pinafore * Ralf, the traditional variant form in Dutch, German, Swedish, and Polish. * Ralfs, the traditional variant form in Latvian. * Raoul, the traditional variant form in French. * Raúl, the traditional variant form in Spanish. * Raul, the traditional variant form in Portuguese and Italian. * Raül, the traditional variant form in Catalan. * Rádhulbh, the traditional variant form in Irish. Given name Middle Ages * Ralp ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
James L
James is a common English language surname and given name: *James (name), the typically masculine first name James * James (surname), various people with the last name James James or James City may also refer to: People * King James (other), various kings named James * Saint James (other) * James (musician) * James, brother of Jesus Places Canada * James Bay, a large body of water * James, Ontario United Kingdom * James College, a college of the University of York United States * James, Georgia, an unincorporated community * James, Iowa, an unincorporated community * James City, North Carolina * James City County, Virginia ** James City (Virginia Company) ** James City Shire * James City, Pennsylvania * St. James City, Florida Arts, entertainment, and media * ''James'' (2005 film), a Bollywood film * ''James'' (2008 film), an Irish short film * ''James'' (2022 film), an Indian Kannada-language film * James the Red Engine, a character in ''Thomas the Tank En ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Richard J
Richard is a male given name. It originates, via Old French, from Old Frankish and is a compound of the words descending from Proto-Germanic ''*rīk-'' 'ruler, leader, king' and ''*hardu-'' 'strong, brave, hardy', and it therefore means 'strong in rule'. Nicknames include "Richie", "Dick", "Dickon", " Dickie", "Rich", "Rick", "Rico", "Ricky", and more. Richard is a common English, German and French male name. It's also used in many more languages, particularly Germanic, such as Norwegian, Danish, Swedish, Icelandic, and Dutch, as well as other languages including Irish, Scottish, Welsh and Finnish. Richard is cognate with variants of the name in other European languages, such as the Swedish "Rickard", the Catalan "Ricard" and the Italian "Riccardo", among others (see comprehensive variant list below). People named Richard Multiple people with the same name * Richard Andersen (other) * Richard Anderson (other) * Richard Cartwright (other) * Ri ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Directors' Duties
Directors' duties are a series of statutory, common law and equitable obligations owed primarily by members of the board of directors to the corporation that employs them. It is a central part of corporate law and corporate governance. Directors' duties are analogous to duties owed by trustees to beneficiaries, and by agents to principals. Among different jurisdictions, a number of similarities between the framework for directors' duties exist. *directors owe duties to the corporation, and not to individual shareholders, employees or creditors outside exceptional circumstances *directors' core duty is to remain loyal to the company, and avoid conflicts of interest *directors are expected to display a high standard of care, skill or diligence *directors are expected to act in good faith to promote the success of the corporation Australia General Law Directors have Fiduciary Duties under general law in Australia. They are: *Duty to act in good faith and not to act contrary t ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Derivative Suit
A shareholder derivative suit is a lawsuit brought by a shareholder on behalf of a corporation against a third party. Often, the third party is an insider of the corporation, such as an executive officer or director. Shareholder derivative suits are unique because under traditional corporate law, management is responsible for bringing and defending the corporation against suit. Shareholder derivative suits permit a shareholder to initiate a suit when management has failed to do so. To enable a diversity of management approaches to risks and reinforce the most common forms of corporate rules with a high degree of permissible management power, many jurisdictions have implemented minimum thresholds and grounds (procedural and substantive) to such suits. Purpose and difficulties Under traditional corporate business law, shareholders are the owners of a corporation. However, they are not empowered to control the day-to-day operations of the corporation. Instead, shareholders appoint dire ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
US Corporate Law
United States corporate law regulates the governance, finance and power of corporations in US law. Every state and territory has its own basic corporate code, while federal law creates minimum standards for trade in company shares and governance rights, found mostly in the Securities Act of 1933 and the Securities and Exchange Act of 1934, as amended by laws like the Sarbanes–Oxley Act of 2002 and the Dodd–Frank Wall Street Reform and Consumer Protection Act. The US Constitution was interpreted by the US Supreme Court to allow corporations to incorporate in the state of their choice, regardless of where their headquarters are. Over the 20th century, most major corporations incorporated under the Delaware General Corporation Law, which offered lower corporate taxes, fewer shareholder rights against directors, and developed a specialized court and legal profession. Nevada has done the same. Twenty-four states follow the Model Business Corporation Act, while New York and Calif ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Delaware
Delaware ( ) is a state in the Mid-Atlantic region of the United States, bordering Maryland to its south and west; Pennsylvania to its north; and New Jersey and the Atlantic Ocean to its east. The state takes its name from the adjacent Delaware Bay, in turn named after Thomas West, 3rd Baron De La Warr, an English nobleman and Virginia's first colonial governor. Delaware occupies the northeastern portion of the Delmarva Peninsula and some islands and territory within the Delaware River. It is the second-smallest and sixth-least populous state, but also the sixth-most densely populated. Delaware's largest city is Wilmington, while the state capital is Dover, the second-largest city in the state. The state is divided into three counties, having the lowest number of counties of any state; from north to south, they are New Castle County, Kent County, and Sussex County. While the southern two counties have historically been predominantly agricultural, New Castle is more ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
New York (state)
New York, officially the State of New York, is a state in the Northeastern United States. It is often called New York State to distinguish it from its largest city, New York City. With a total area of , New York is the 27th-largest U.S. state by area. With 20.2 million people, it is the fourth-most-populous state in the United States as of 2021, with approximately 44% living in New York City, including 25% of the state's population within Brooklyn and Queens, and another 15% on the remainder of Long Island, the most populous island in the United States. The state is bordered by New Jersey and Pennsylvania to the south, and Connecticut, Massachusetts, and Vermont to the east; it has a maritime border with Rhode Island, east of Long Island, as well as an international border with the Canadian provinces of Quebec to the north and Ontario to the northwest. New York City (NYC) is the most populous city in the United States, and around two-thirds of the state's popul ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
United States Corporate Law
United States corporate law regulates the governance, finance and power of corporations in US law. Every state and territory has its own basic corporate code, while federal law creates minimum standards for trade in company shares and governance rights, found mostly in the Securities Act of 1933 and the Securities and Exchange Act of 1934, as amended by laws like the Sarbanes–Oxley Act of 2002 and the Dodd–Frank Wall Street Reform and Consumer Protection Act. The US Constitution was interpreted by the US Supreme Court to allow corporations to incorporate in the state of their choice, regardless of where their headquarters are. Over the 20th century, most major corporations incorporated under the Delaware General Corporation Law, which offered lower corporate taxes, fewer shareholder rights against directors, and developed a specialized court and legal profession. Nevada has done the same. Twenty-four states follow the Model Business Corporation Act, while New York and Calif ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
United States Corporate Case Law
United may refer to: Places * United, Pennsylvania, an unincorporated community * United, West Virginia, an unincorporated community Arts and entertainment Films * ''United'' (2003 film), a Norwegian film * ''United'' (2011 film), a BBC Two film Literature * ''United!'' (novel), a 1973 children's novel by Michael Hardcastle Music * United (band), Japanese thrash metal band formed in 1981 Albums * ''United'' (Commodores album), 1986 * ''United'' (Dream Evil album), 2006 * ''United'' (Marvin Gaye and Tammi Terrell album), 1967 * ''United'' (Marian Gold album), 1996 * ''United'' (Phoenix album), 2000 * ''United'' (Woody Shaw album), 1981 Songs * "United" (Judas Priest song), 1980 * "United" (Prince Ital Joe and Marky Mark song), 1994 * "United" (Robbie Williams song), 2000 * "United", a song by Danish duo Nik & Jay featuring Lisa Rowe Television * ''United'' (TV series), a 1990 BBC Two documentary series * ''United!'', a soap opera that aired on BBC One from 1965-19 ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
