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Beneficial owner; rights offering; stockholders have records inspection rights after corporation merger; neither record holders nor beneficial holders need have an actual economic interest in stock to have inspection rights. Investment Co; A limited partner who is not also a general partner is not liable for the obligations of the limited partnership unless he takes part in the control of the business. Jerez; Under Utah law, documents that provide for the acquisition, mortgage, or disposition of property of the LLC are binding on the LLC if they are signed by a manager; limited liability company.

IPO; initial public offering; when the board of directors cannot be expected, due to self interest, to determine whether to initiate legal proceedings against the corporation, it would be futile for the shareholders to make a demand before filing suit.

Make your offerings aloud, and ask for the graces necessary to offer your sacrifice with love, generosity, and patience. Zapp is a happily married mother of five, an aspiring novelist, and poet.

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An employer may order a plant closing or mass layoff before the conclusion of the statutory sixty-day notice period if the closing or mass layoff is caused by business circumstances that were not reasonably foreseeable. Clay Ward Agency, Inc.; assumption of personal liability by a member of an LLC is so antithetical to the purpose of a limited liability company that it must be stated in unequivocal terms.

A person has a duty to avoid affirmative misrepresentations in referral letters and a duty to disclose omitted information if a fiduciary or confidential relationship exists or a pecuniary interest Racing Investment Fund 2000, LLC v. AFSCME Employees Pension Plan; bylaws may be unilaterally adopted by shareholders only when they appropriately relate to corporate processes rather than substantive decisions and do not otherwise violate the law.

The Reform Act provides a three-part process for identifying the lead plaintiff in a class action lawsuit: notice; greatest financial stake in the outcome of the controversy; Rule 23 requirements of typicality and adequacy. The substantive fairness of a class action settlement and attorney's fees depends on: (1) the complexity, expense, and duration of the litigation; (2) the reaction of the class to the settlement; (3) the stage of the proceedings and the extent of discover If a board is pursuing a merger for strategic reasons, it may decline to entertain a competing bid that may yield a higher short-term gain for its shareholders in favor of a merger that ensures greater long-range gains. Delaware General Corporation Law 144 provides a safe harbor for interested transactions if the material facts as to the director\'s relationship or interests as to the contract or transaction are disclosed or are known and majority of disinterested direct Abry Partners V, L.

The sec, enjoin negligent conduct resulting in securities law violations, the securities and exchange commission, evidence of past negligence, substantial likelihood of future violations of federal securities laws. Ikanos Communications, Inc.; management has duty to make disclosure when a trend, demand, commitment, event, or uncertainty is both presently known and reasonably likely to have material effects on registrant. Apuzzo; to hold an aider and abettor liable for securities law violations, must show underlying violation that defendant knew about, provided substantial assistance, by participating, and by action. In re Novartis Wage & Hour Litigation; Per the Fair Labor Standards Act (FLSA) overtime-pay exemption, "outside salesmen" facilitate the transfer of title to goods; "administrative employees" exercise discretion and independent judgment. Hillsides, Inc.; violation of common law tort of intrusion is intentional intrusion into a place, conversation, or matter plaintiff has a reasonable expectation of privacy, in a manner highly offensive to a reasonable person. Quon; Even when employee has reasonable expectation of privacy in workplace, government employer does not violate Fourth Amendment when it invades the employee's privacy for a legitimate work-related reason. In re American Housing Foundation, Debtor; After an employer's bankruptcy case commences, an employer is only obligated to pay for unused vacation time if the right to payment is specifically expressed in its employment contract with the employee.

State law may impose restrictions affecting one company's ability to acquire control of another without running afoul of federal law or the Commerce Clause; target corporation; tender offer; Williams Act. Handy; Delaware law protects members and managers of an LLC from liability for obligations of the LLC solely by reason of being or acting as LLC members or managers, but not for other reasons; piercing the corporate veil. Flahive; common law doctrine of piercing the corporate veil is not abrogated by the Limited Liability Company Act and may be used against limited liability company members in appropriate cases. Segal; Because LLCs are not creature of state but of contract, duties and obligations of the LLC members are as set forth in the LLC agreement; implied covenant of good faith and fair dealing; post hoc; sine qua non. Tignor; Only when present circumstances show that it is not reasonably practicable to carry on company's business in accord with articles of organization and any operating agreement may court order dissolution of LLC. Brevig; In dissolution because it is no longer reasonably practicable for a partnership to carry on its business, the partnership assets must be liquidated and the net surplus in cash must be distributed to the partners. Superior Court; Laws that regulate securities trading do not relate to the internal affairs of a corporation, so lawsuits relating to the sales of securities are not governed solely by the state of incorporation. Wolff; Derivative suits on behalf of limited liability companies are allowed, based on the importance of the derivative suit in corporate law, and no evidence the Legislature intended to abolish in the Limited Liability Company Law. Airgas, Inc.; Defensive measures against takeovers are not impermissibly preclusive if they delay a bidder from obtaining control of a board as long as obtaining control in the future is realistically attainable. Blackwell; absent specific contractual provisions, a minority shareholder is not entitled to relief from majority approved corporate actions in a closely held corporation.

Greenmail; interloper; standing; shareholder must have a proper purpose reasonably related to his interest as a stockholder and must further prove some credible evidence of wrongdoing sufficient to warrant continued investigation. 275 Madison Management Corp; A managing general partner of a limited partnership may be removed from the partnership by a limited partner if the managing partner's agent engages in fraudulent conduct. Irving; Where members of a limited liability partnership share no benefit with a partner accused of misconduct, have no direct supervision or control, and have no knowledge of the partner's misconduct, they are statutorily protected. Gursky; New York's Partnership Law provision limiting the personal liability of partners in an LLP does not shield a general partner in a registered LLP from personal liability for breaches of the partnership's or partners' obligations to each o Taghipour v. Sieg; Under Utah law, a sale of property is defined as the conveyance of title to the purchaser for a valuable consideration consisting of the purchase price, or contract of sale, whereby some estate in land passes. In the Matter of 1545 Ocean Avenue, LLC; A petitioner who seeks dissolution of an LLC must establish, in the operating agreement or articles of incorporation, that management is unable or unwilling to permit or promote the stated purpose. (Tyson I); Directors may not ask for shareholder approval of an incentive stock option plan and then later to distribute shares in such a way as to undermine the objectives of that plan. Gifford; The intentional violation of a shareholder approved stock option plan, coupled with fraudulent disclosures, constitutes conduct that is disloyal to the corporation and is therefore an act in bad faith. Shareholder Litigation; When the interests of common stockholders diverge from preferred stockholders, the directors of a corporation have a duty to exercise their discretion in favor of the interests of common stockholders. United States; When liability under Rule 10b-5 is predicated on a defendant's failure to disclose a material fact, positive proof of reliance is not a prerequisite to recovery. Corinthian Colleges, Inc.; A complaint for securities fraud must allege loss causation, so that the defendant is provided notice of what the relevant economic loss might be or the causal connection. Shareholder Litigation; Acquisition tender offer by a controlling shareholder must be non-coercive: non-waivable majority of the minority tender condition; consummate a prompt short-form merger; no retributive threats.

Federal Impact Aid Program; financial assistance to local school districts; prohibits offsetting federal aid by reducing state aid to a local district; unreasonably interfering with a state program that seeks to equalize per-pupil expenditures. Secretary of Labor; An agency's practice of advising affected entities that a regulation does not apply to them establishes an authoritative departmental interpretation that may not be changed without prior notice and comment. EPA; If Congress grants a procedural right to protect concrete interests,like right to challenge agency action unlawfully withheld, litigant can assert without meeting ordinary standards for redressability and immediacy; standing. Earth Island Institute; doctrine of standing requires federal courts to satisfy plaintiff alleged such personal stake in outcome of controversy to warrant plaintiff's invocation of federal court jurisdiction; case or controversy requirement. City of New York; Use of Line Item Veto Act to cancel spending for a budget item violates the Constitution by permitting the virtual amendment of Congressional acts by the President.; delegation doctrine. Redding; school search permissible in scope when measures adopted reasonably related to objectives of search, not excessively intrusive in light of age and sex of student and nature infraction; qualified immunity. EPA; Because greenhouse gases fit squarely within the Clean Air Act's definition of air pollutant, the EPA has the authority to regulate the emission of such gases from new motor vehicles. Leemon Family LLC; parties to an LLC have substantial authority to shape their own affairs, and any conflicts between the LLC Act and their agreement will be resolved in favor of the agreement. Jaffari; a limited liability company (LLC) is bound by the operating agreement signed by some members and that defines the LLC's governance and operation, even if the LLC itself did not sign. Boland Trane Associates, Inc.; Although an SLC's substantive decisions are presumed reasonable, there is no presumption that the SLC was independent, acted in good faith, or followed reasonable procedures. Cellular Information Systems, Inc.; corporate fiduciary generally must place the corporation's interests before his own, but here no valid expectancy interest and did not usurp any corporate opportunity. Gugliuzzi; the knowledge of an agent acting within the scope of his or her authority is chargeable to the principal, regardless of whether that knowledge is actually communicated.

Under Communications Act of 1934, the Federal Communications Commission (FCC) regulates interstate telephone communications using a traditional regulatory system similar to what other commissions regulating other common carriers. Mukasey; An immigration judge's credibility determination must be based on specific, cogent reasons that bear a legitimate nexus to the findings; asylum and protection; Convention Against Torture; Board of Immigration Appeals . Sale of securities falls under 10(b) of the Securites and Exchange Act of 1934; section 10(b) forbids the use of any manipulative or deceptive device or contrivance relating to the sale of a security that is misleading or operates as a fraud or deceit. The Chase Manhattan Bank; Boilerplate successor obligor clauses do not permit assignment of the public debt to another party in the course of a liquidation unless to a single purchaser. RJR Nabisco, Inc.; When there is no express covenant restricting the incurring of new debt, and no perceived direction to that end from the express covenants, the court will not imply a covenant. Bolger; A derivative action that alleges only a breach of the duty of care, and not a breach of the duty of loyalty, does not require separate legal representation of the corporate plaintiff and the management defendants. RCO AG Credit, Inc.; When the court requires a plaintiff in a derivative action to post a bond for the defendant's anticipated attorney's fees and costs, the defendant may not recover costs or fees greater than that bond. Oak Industries, Inc.; The relationship between a corporation and its bondholders is contractual in nature, and the rights and obligations of the parties will be spelled out in the documentation of that relationship. Allied Artists Picture Corporation; When and in what amounts dividends will be declared rests in the honest discretion of the directors, assuming the absence of fraud or a gross abuse of discretion. Delaware corporate law authorizes the indemnification of an officer's legal expenses when the officer has been successful in the underlying proceeding, as well as the advancement of expenses in pending proceedings. Goodyear; a shareholder derivative action must state with particularity any effort made by the plaintiff to obtain the desired action from the directors and the reasons for not obtaining the action or making the effort. Shareholder Litigation; to obtain a preliminary injunction, must demonstrate (1) a reasonable probability of success on the merits, (2) will suffer irreparable harm, and (3) the balance of the equities Nixon v. China Media Express Holdings, Inc.; shareholder may inspect the books and records of a corporation to investigate fraud and mismanagement, and the ability of the board to act independently and in good faith. In re MFW Shareholders Litigation; business judgment rule standard of review applies to controlling stockholder merger if procedural safeguards followed; majority of the minority stockholder approval.

Controlling shareholder; control of sale; presumtion that, in making a business decision, corporate directors act on an informed basis, in good faith, and in the honest belief that the action taken is in the company's best interests. Louisiana-Pacific Resources, Inc; The Commerce Clause is not implicated by a statute that regulates corporations even-handedly and imposes no special or distinct burden on out-of-state interests; dormant commerce clause; straight voting. Mc Kesson HBOC, Inc.; stockholder has right to make written demand to inspect corporate books and records for purpose reasonably related to person's interest as stockholder; derivative action; parent corporation; subsidiary corporation. Verizon Communications, Inc; Stockholders seeking inspection of corporate books and records must present some evidence suggest credible basis from which court can infer mismanagement, waste, or wrongdoing may have occurred.