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Girdwood Mining Company transferred stock and mineral royalty interests to Comsult LLC pursuant to a contract between the parties. Girdwood Mining later refused to perform its obligations with respect to the stock and royalty interests, arguing that the contract transferring the stock and royalty interests was illegal. The superior court ruled that because the contract was illegal, it would not grant relief to either party. Comsult appealed seeking enforcement of its stock and royalty interests. the Alaska Supreme Court held that Comsult’s stock and royalty interests and its rights to enforce them remained valid, and therefore reversed the superior court’s decision. View "Comsult LLC v. Girdwood Mining Company" on Justia Law

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Benjamin Ashmore appealed the district court's order dismissing him as the plaintiff in a whistleblower action under the Sarbanes-Oxley Act, 18 U.S.C. 1514A. Instead, the trustee of Ashmore's bankruptcy estate was substituted as plaintiff. The Second Circuit dismissed the appeal for lack of jurisdiction because the district court's dismissal of the case as to Ashmore and the substitution of the trustee as plaintiff were interlocutory orders that were not immediately appealable. The court vacated the temporary stay of the district court proceedings and denied Ashmore's pending motion to stay as moot. View "Ashmore v. CGI Group, Inc." on Justia Law

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Plaintiff filed a securities class action alleging claims arising out of the Initial Public Offering (IPO) shares for Vivint Solar. The Second Circuit affirmed the district court's dismissal of the complaint, holding that the "extreme departure" test in Shaw v. Digital Equipment Corp., 82 F.3d 1194 (1st Cir. 1996), is not the law of this circuit and that Vivint's omissions were not material under the test set forth in DeMaria v. Andersen, 318 F.3d 170 (2d Cir. 19 2003), to which the court adhered. The court also held that Vivint did not mislead shareholders regarding the company's prospects in Hawaii. View "Stadnick v. Vivint Solar, Inc." on Justia Law

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Class representatives challenged the district court's denial of their motion to enforce the settlement agreement in a securities settlement, and the district court's denial of a subsequent motion to alter or amend. The Eighth Circuit affirmed the district court's judgment and denied defendants' motion to dismiss. The court explained that this case continues to present a live controversy and the Stipulation explicitly granted that the district court would have continuing jurisdiction for the purposes of enforcing the agreement and addressing settlement administration matters. The court also held that the case was not prudentially moot where the district court has the ability to provide an effective remedy; the district court did not err in interpreting the Stipulation according to its unambiguous meaning and in holding that defendants complied with the Stipulation's payment obligations; and the district court did not err by holding that the meaning of the Stipulation was unambiguous as matter of law and, in doing so, the district court did not place a burden of proof on any party. View "Cromeans v. Morgan Keegan & Co." on Justia Law

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The Pioneer Centres Holding Company Employee Stock Ownership Plan and Trust and its trustees sued Alerus Financial, N.A. for breach of fiduciary duty in connection with the failure of a proposed employee stock purchase. The district court granted summary judgment to Alerus after determining the evidence of causation did not rise above speculation. The Plan appealed, claiming the district court erred in placing the burden to prove causation on the Plan rather than shifting the burden to Alerus to disprove causation once the Plan made out its prima facie case. In the alternative, the Plan argued that even if the district court correctly assigned the burden of proof, the Plan established, or at the very least raised a genuine issue of material fact regarding, causation. Finding no reversible error, the Tenth Circuit affirmed the district court. View "Pioneer Centres Holding Co v. Alerus Financial, N.A." on Justia Law

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The Alaska Supreme Court affirmed the appraisal panel’s valuation of Calais Company, Inc. (a closely held corporation), but reversed the superior court’s denial of shareholder Deborah Ivy’s request for post-judgment interest. Ivy sued Calais in 2007 seeking dissolution of the company. The parties settled, and Calais agreed to buy out Ivy’s shares of the company based on a valuation of Calais conducted by a three-member appraisal panel. The appraisers returned an initial valuation in 2009. The superior court approved that valuation, but Calais appealed. The Supreme Court reversed and remanded, concluding that the appraisers had failed to understand their contractually assigned duty. The appraisal panel returned a second valuation in October 2014, which the superior court again approved. Ivy appealed again, arguing: (1) that on remand the superior court improperly instructed the appraisers; (2) that the appraisers made substantive errors in their valuation; and (3) that she was entitled to post-judgment interest. View "Ivy v. Calais Company, Inc." on Justia Law

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During October 2008 the Trust lost $3.6 million trading futures contracts. Contending that errors by Dorman, a futures commission merchant, caused some of these losses, in October 2011 the Trust asked the Commodity Futures Trading Commission to order Dorman to make reparation, 7 U.S.C. 18(a)(1). The Commission dismissed the claim as untimely. The Trust had made a claim within the two-year limitations period, but with the National Futures Association, which referred it to arbitration. The arbitrators awarded the Trust $500,000 against several defendants but ruled in favor of Dorman because the Trust’s contract with that entity set a one‐year time limit for financial claims. The Commission rejected the Trust’s claim of equitable tolling. The Seventh Circuit denied a petition for review. The Trust knew about the trading losses as soon as they occurred but did nothing for almost two years; it did not diligently pursue the Commission’s processes. The Trust did not say that any circumstance, let alone an extraordinary one, prevented timely filing. The court reasoned that the arbitral award, right or wrong, has nothing to do with equitable tolling. View "Conway Family Trust v. Commodity Futures Trading Commission" on Justia Law

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United BioSource LLC (UBC) and Bracket Holding Corp. entered into a securities purchase agreement (SPA) pursuant to which Bracket purchased all equity interests and ownership interests in three subsidiaries of UBC, including P-Star Acquisition Co. Section 2.6(e) of the SPA governed the handling of certain tax refunds relating to pre-closing periods that may be received after the transaction’s closing. UBC later filed this complaint asserting a claim for specific performance. The complaint asserted that Bracket breached section 2.6(e) of the SPA by failing to forward a Pennsylvania tax refund to UBC within fifteen days of P-Star’s receipt of the refund. The Court of Chancery granted UBC’s motion for summary judgment seeking an order requiring Bracket to immediately forward the tax refund to UBC, holding that UBC clearly established that Bracket breached section 2.6 of the EPA based on undisputed facts, and Bracket’s affirmative defenses failed as a matter of law. View "United BioSource LLC v. Bracket Holding Corp." on Justia Law

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MCL 450.4515(1)(e) provided alternative statutes of limitations: one based on the time of discovery of the cause of action and the other based on the time of accrual of the cause of action. Plaintiffs were former employees of defendant ePrize who acquired ownership units in the company. Plaintiffs alleged founder Jeff Linkner orally promised them that their interests in ePrize would never be diluted or subordinated. In its fifth operating agreement, executed in 2009, ePrize stock issued in Series C and Series B Units carried distribution priority over the common units held by plaintiffs. The Operating Agreement further provided that if the company were ever sold, Series C Units would receive the first $68.25 million of any available distribution. In 2012, ePrize sold substantially all of its assets and, pursuant to the Operating Agreement, distributed nearly $100 million in net proceeds to the holders of Series C and Series B Units. Plaintiffs received nothing for their common shares. Plaintiffs thereafter sued, bringing claims for LLC member oppression, breach of contract, and breach of fiduciary duty. The trial court granted defendants’ motion for summary judgment, concluding that the three-year limitation period in MCL 450.4515(1)(e) constituted a statute of limitations, rather than a statute of repose, and that plaintiffs' claims accrued in 2009. The Court of Appeals disagreed, finding plaintiffs’ claims did not accrue until 2012, when ePrize sold substantially all of its assets, because until that sale plaintiffs had not incurred a calculable financial injury and any damage claim before that time would have been “speculative.” Accordingly, the Court concluded that plaintiffs’ claims were timely filed before the expiration of the three-year limitation period. The Michigan Supreme Court agreed with the trial court's reasoning: plaintiffs’ actions for damages under MCL 450.4515(1)(e) were barred by the three-year statute of limitations unless plaintiffs could establish on remand that they were entitled to tolling. View "Frank v. Linkner" on Justia Law

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The First Circuit affirmed the district court’s dismissal of this putative class action alleging violations under sections 10(b) and 20(a) of the Securities Exchange Act of 1934. The district court concluded that the initial amended complaint failed to meet the heightened pleading requirements of the Private Securities Litigation Reform Act (PSLRA). Thereafter, the court denied Plaintiffs’ subsequent motion to vacate the judgment and for leave to file a second amended complaint to include purportedly new evidence. The First Circuit held, on de novo review, that (1) the initial amended complaint failed to plead particularized facts giving rise to a strong inference of scienter, as required by the PSLRA; and (2) the district court did not abuse its discretion in denying the motion to vacate the judgment and for leave to file a second amended complaint. View "In re Biogen Inc. Securities Litigation" on Justia Law