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Apollo Capital Fund v. Roth Capital Partners
Complaint is sufficient under Corporations Code where it alleges defendant materially assisted in selling bridge notes by false or misleading statements. 		Corporations Dec. 24, 2007
Centerpoint Energy Inc. v. Superior Court (City and County of San Francisco)
Corporation that assumes regulated utility businesses through legitimate restructuring is not subject to jurisdiction on successor liability theory in suit against parent. 		Corporations Dec. 13, 2007
OCM Principal Opportunities Fund v. CIBC World Markets Corp.
Where jury found for plaintiff on misrepresentation and fraud claims, its denial of prejudgment interest pursuant to Corporations Code Section 25500 is reversed. 		Corporations Dec. 6, 2007
Brown v. Labow
Where guardian disposes specific property of incompetent person, there is no ademption when only change is in form. 		Corporations Dec. 5, 2007
Miller v. Thane International Inc.
Promise of greater post-merger liquidity than provided by 'over-the-counter market' materially misrepresents company's intent to list shares on NASDAQ. 		Corporations Nov. 26, 2007
J&J Celcom v. AT&T Wireless Services Inc.
Controlling partner does not violate its duty of loyalty by causing partnership to sell its assets to affiliated party. 		Corporations Nov. 25, 2007
Shimko v. Guenther
Limited partner is not liable for legal fees of partnership if his attorney failed to review partnership’s organic document and discover this fact. 		Corporations Oct. 14, 2007
Bolt v. Merrimack Pharmaceuticals Inc.
Shareholder seeking redemption of shares is properly granted summary judgment where corporation's net worth exceeds threshold set by its articles. 		Corporations Sep. 11, 2007
Rowe v. Exline
Trial court errs in deciding individual defendants, not signatories to contract containing arbitration provision, may not compel another signatory to arbitrate. 		Corporations Aug. 1, 2007
Dept. of Corporations v. Superior Court (Adams)
Dept. of Corporations may not be held liable for investors' losses from fraudulent securities brokers subject to rescinded desist and refrain orders. 		Corporations Jul. 29, 2007
Odom v. Microsoft Corp.
Microsoft Corp. and Best Buy considered 'enterprise' under RICO, in suit concerning unauthorized use of customer information to activate internet accounts. 		Corporations May 11, 2007
Davis v. Yageo Corp.
Breach of fiduciary duty claims are not pre-empted by Bankruptcy Code where complaint alleged that directors engaged in self-dealing. 		Corporations Mar. 9, 2007
Jet Source Charter Inc. v. Doherty
Punitive damages must not exceed compensatory damages where aircraft dealer's breach of fiduciary duty causes only economic harm. 		Corporations Mar. 7, 2007
Kurz v. Federation of Petanque U.S.A.
In context of nature of nonprofit sports organization, proceedings against volunteer members subject to disciplinary action were fair and reasonable. 		Corporations Jan. 2, 2007
Opinion of Lockyer
Dispute between factions for positions on organization's board of directors does not warrant judicial resolution in furtherance of public interest. 		Corporations Dec. 27, 2006
Donner Management Co. v. Schaffer
Prevailing defendant in derivative lawsuit seeking attorney fees need not retrospectively show lawsuit had no reasonable possibility of benefiting corporation. 		Corporations Nov. 6, 2006
Frame v. PricewaterhouseCoopers LLP
Triable issue of material fact existed as to investors' claims that accounting firm aided corporation's illegal activities. 		Corporations Oct. 24, 2006
Friese v. Superior Court (Moores)
Corporations Code Section 25502.5 is not subject to internal affairs doctrine as codified in Section 2116. 		Corporations Oct. 23, 2006
Sagehorn v. Engle
Plaintiffs cannot assert doctrine of equitable tolling because it does not apply to sale of unregistered security. 		Corporations Oct. 20, 2006
Virtanen v. O'Connell
Attorney who received conflicting demands regarding stock certificates breached his duties as escrow holder when he did not interplead shares. 		Corporations Oct. 4, 2006
Frame v. PricewaterhouseCoopers LLP
Triable issue of material fact existed as to investors' claims that accounting firm aided corporation's illegal activities. 		Corporations Sep. 26, 2006
Maudlin v. Pacific Decision Sciences Corp.
Contract for repurchase of stock is not illegal where prohibited act is making distribution, not execution of contract. 		Corporations Aug. 22, 2006
Singhania v. Uttarwar
Employee shareholders cannot avoid bar of Corporations Code Section 1312(a) after completion of merger where information statement provided notice of dissenters' rights. 		Corporations May 29, 2006
Opinion of Lockyer
Hospital district may not enter into additional contracts with affiliated partnerships where spouse of district's director holds limited interests in affiliated partnerships. 		Corporations May 1, 2006
People v. Salas
Seller's reasonable good faith belief that security is exempt from registration is affirmative defense for which seller bears burden of proof. 		Corporations Apr. 9, 2006
Friese v. Superior Court (Moores)
Corporations Code Section 25502.5 is not subject to internal affairs doctrine as codified in Section 2116. 		Corporations Mar. 20, 2006
Friese v. Superior Court (Moores)
Corporations Code Section 25502.5 is not subject to internal affairs doctrine as codified in Section 2116. 		Corporations Mar. 14, 2006
Shapiro v. Board of Directors of the Centre City Development Corporation
Board may not meet in closed session with local agency's counsel when it is not party to that agency's pending litigation. 		Corporations Feb. 7, 2006
Grosset v. Wenaas
Shareholder loses standing to continue derivative suit due to merger. 		Corporations Jan. 25, 2006
Enea v. Superior Court (3-D)
Partners owe fiduciary duty to rent partnership property to themselves at fair market prices. 		Corporations Dec. 28, 2005
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