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Marshall; bankruptcy judges are not constitutionally vested with jurisdiction to decide state common law claims against an entity that is not otherwise part of the bankruptcy proceedings; Northern Pipeline; Norberg. Ickes; the border search doctrine is not subject to a First Amendment exception; the government's interest in preventing the entry of unwanted persons and effects is at its zenith at the international border Employee handbooks; employee manual; human resources; anti-fraternization policy; workplace romance; non-fraternization policy; anti-fraternization policies; employee rights; dating a coworker; coworker relationships; employment lawyer. Private Securities Litigation Reform Act; the allegations in the complaint, taken together, must give rise to an inference of scienter, which requires that the defendant made false statements, knowing that they were false. Makor Issues & Rights, Ltd.; Private Securities Litigation Reform Act survives motion to dismiss only if reasonable person would deem inference of scienter cogent and at least as compelling as any opposing inference; scienter. Criminal defendant due process rights are violated if the prosecutor charges defendant with a more serious crime after defendant exercises statutory right to challenge conviction for less serious offense arising from the same conduct. a criminal defendant in federal court is not entitled to a dismissal of the indictment because the prosecutor failed to present to the grand jury substantial exculpatory evidence. no need for severance exists until a defendant makes a convincing showing that he has both important testimony to give concerning one count and a strong need to refrain from testifying on the other.What is ethical; business ethics; ethical issues; ethics requirements; ethical responsibility; ethical standards; attorney ethics and professional responsibility; legal ethics; mandatory ethics CLE; ethics class; ethical businesses. Energy Systems, Inc.; mere congregation of a corporation's directors in same room does not necessarily result in a board meeting, and does not obviate the need for adherence to corporate bylaws and General Corporation Law. Haft; Under Delaware corporation law, an interest sufficient to support an irrevocable proxy must either be an interest in the stock itself or an interest in the corporation generally, such as being CEO. Shareholders Litigation; The fiduciary duty of loyalty requires directors and officers to offer investment opportunities derived from corporate business to the corporation before acting on them individually. Private Securities Litigation Reform Act; Connect the inferences fraud Rule 10b-5. Securities and Exchange Commission; Because investors rely on the reputation, integrity, independence, and expertise of an underwriter, the underwriter has a obligation to investigate and disclose material facts. Despite a claim of innocence, the fifth amendment protection against self-incrimination is available to all those who have reasonable cause to apprehend danger from a direct answer. Perjury; criminal defendant is not deprived of the effective assistance of counsel when his lawyer admonishes him not to give perjured testimony and threatens to disclose to the court any false testimony the defendant may give. Caddy; Due process is satisfied when the defendant has performed some act or consummated some transaction within the forum or has otherwise purposefully availed himself of the privileges of conducting business in the forum. Executive privilege does not shield the president from the judicial process, recognized claim of privilege, due process considerations, criminal trial, executive immunity, in camera inspection, speech or debate clause. Bush; In cases of undue delay, federal courts may entertain an enemy combatant's habeas corpus petition even before the Combatant Status Review Tribunal has had a chance to review his status. EPA; Standing; A litigant Congress has accorded a procedural right to protect his concrete interests (right to challenge agency action unlawfully withheld) can assert that right without meeting standards for redressability and immediacy. City of Chicago Individual self defense is the central component of the Second Amendment right to keep and bear arms and is deeply rooted in the nation's history and tradition. Homeless living in vehicle still subject to the automobile vehicle search exception to the warrant requirement; warrantless searches of readily movable vehicles are not unreasonable when probable cause supports the search. Darue Engineering & Manufacturing; The national interest in providing a federal forum for federal tax litigation is sufficiently substantial to support the exercise of federal question jurisdiction. Carey; Rule 9(b)'s requirement of pleading fraud with particularity must be harmonized with Fed. Difficultion negotiation; positional bargaining; positional negotiation; Fisher and Ury; principled negotiation; non-adversarial bargaining; negotiation tactics; negotiation skills; negotiation strategies; negotiaiton techniques. United States; When an average person applying contemporary community standards feels that the dominant theme, taken as a whole, appeals to purient interests, the government can regulate the material as obscene. Noise ordinances advance a substantial government goal, limit speech, protect a legitimate government interest, content based, foreclose alternate avenues of communication; least restrictive intrusive. Williams; An award of punitive damages based on a desire to punish the defendant for harming persons not before the court is an unconstitutional taking of property without due process. Carhart; Laws that place restrictions on abortion that express respect for the life of the unborn are valid, if laws do not unduly burden a woman's right to obtain an abortion; as-applied challenge; overbreadth doctrine; void for vagueness. Marion County Election Board; Evenhanded restrictions on the right to vote that are related to voter qualifications and that protect the integrity and reliability of the electoral process are valid. Gonzales; An individual who has obtained a restraining order against another does not have a constitutionally protected property interest in the enforcement when there is probable cause to believe it was violated. Forum for Academic & Institutional Rights, Inc; Conditioning the receipt of federal funds on allowing military recruiters to have access to a college campus does not violate the First Amendment; freedom of association. Sorrell; Limits on campaign contributions may not be set so low as to magnify the advantages of incumbency and prevent a candidate from raising sufficient funds to mount an effective campaign; stare decisis. In re Marriage Cases; gay rights; impermissible to treat gay individuals and same-sex couples any differently than heterosexual individuals and opposite-sex couples; compelling-state-interest-test; strict scrutiny; suspect class. Black; A state statute banning cross burning with the intent to intimidate another person is not unconstitutional, but the establishment of criminal intent from the prohibited act itself violates the First Amendment; content-based restriction. Hibbs; State governments are liable for money damages for interfering or restraining state employees' exercise of their rights under the Family and Medical Leave Act of 1993. EPA; For standing, a litigant must ordinarily demonstrate it has suffered concrete and particularized injury that is either actual or imminent, fairly traceable to defendant, and a likelihood that a favorable decision would redress injury Boumediene v. Search incident to lawful arrest does not include the search of a house when the arrest occurred outside of the house; search must be substantially contemporaneous with the arrest and confined to the immediate vicinity of the arrest.
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. Imposition of death sentence for murder in the first degree is not void under due process clause solely because trial court considered additional information from probation department and other sources. Right to a jury trial is not violated by pennsylvania mandatory minimum sentencing act. Moore; The Sixth Amendment requires reasonable competence in representing the accused, but substantial deference must be afforded to counsel's judgment. Habeas corpus; per curiam; opinion; vagueness doctrine; void for vagueness. Court broad construction of a state criminal statute provides fair notice that statutory language will encompass conduct related to that forbidden by the statute.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. may impose minimum upon finding, by a preponderance of the evidence, of certain facts. Kentucky; a criminal defense attorney fails to provide effective assistance if the attorney misleads a noncitizen client regarding the removal consequences of a conviction. Absent legislative intent indicating otherwise, repeal or amendment of statute prior to criminal defendant prosecution that renders conduct engaged in by defendant no longer criminal bars further prosecution; deterrence; retribution; savings clause.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. Defendant possessed a firearm during enumerated offense. Pereira; joinder of offenses; joinder of criminal charges with multiple offenses is proper when the offenses charged are of similar character or are based on the same act or transaction or parts of a common scheme or plan. United States; For purposes of obtaining a fair trial, it is sufficient if the jurors can lay aside their impressions or opinions and render a verdict based on the evidence presented in court. King; taking and analyzing a cheek swab of the arrestee's DNA is, like fingerprinting and photographing, is a legitimate police booking procedure and is reasonable under the Four Amendment. Cruel and unusual punishment is an evolving doctrine and depends on the prevailing societal views of the relative punishment afforded to a specific crime. Mc Nulty; Ordinarily, the conduct of an attorney is imputed to his client, since allowing a party to evade the consequences of the acts or omissions of his freely selected agent would be inconsistent with system of representative litigation. Mitsubishi Motors Corp; When a lawyer inadvertently receives materials that obviously appear to be subject to attorney-client privilege or otherwise confidential and privileged, the lawyer must immediately notify the sender. CITGO Petroleum Corp; Non-refundable retainer fees and other non-refundable provisions in attorney fee agreements will be upheld if reasonable; sophisticated client; contract is in writing; incurred expenses. UBS Warburg LLC; Once a party reasonably anticipates litigation, it must suspend its routine document retention/destruction policy and put in place a litigation hold to ensure the preservation of relevant documents; spoliation. City of New York; To prevail on a claim for denial of a fair trial due to prejudicial publicity, the plaintiff must establish (1) improper leaks; (2) in fact denied a fair trial; and (3) other remedies were not available or used to no avail. Environmental Assessment; when an agency has no ability to prevent a certain effect, the agency cannot be considered a legally relevant cause of such effect; so under NEPA, the agency need not consider these effects in its EA. United States; Mere knowledge that spills and leaks occur after the sale of a chemical product is insufficient for concluding the seller "arranged for" disposal of hazardous chemical for CERCLA liability. Preventative detention of criminal defendant does not violate substantive due process under fifth amendment nor constitute excessive bail under eighth amendment if clear and convincing evidence defendant presents threat to safety of community. A plaintiff seeking to challenge a government regulation as an uncompensated taking of private property may proceed only by alleging a physical taking, a total regulatory taking, a Penn Central taking, or a land-use exaction. United States; CERCLA does not mandate joint and several liability; scope of liability must be determined from traditional and evolving principles of common law. Atlantic Research Corp; CERCLA § 107(a)(4)(B) provides Potentially Responsible Parties (PRPs) with a cause of action to recover, from other PRPs, costs voluntarily incurred in cleaning up a contaminated site; contribution. Movants, protective order, federal rule of civil procedure 30(b)(2), record a deposition by nonstenographic means and is given the choice of the method of recording, absent annoyance, embarrassment, oppression, and undue burden or expense. Benguet Consolidated Mining Co.; exercise general jursidiction gives court authority to hear all claims at place of defendant's domicile or place of service, without showing connection between specific claims and forum state. Independent counsel; subpoena duces tecum; ad testificandum.