Tom Molony authors business law article for NCBA publication

Elon Law Professor Tom Molony highlights significant Delaware and North Carolina court cases in a February “Business Law Developments” article for members of the Business Law Section of the North Carolina Bar Association (NCBA).

Molony’s article, which appeared in Notes Bearing Interest, a publication of the Business Law Section of the NCBA, discusses recent court decisions examining:

  • whether a manager of a North Carolina limited liability company can be held liable to an individual creditor of the company with respect to an unlawful distribution;
  • whether North Carolina or Delaware law governed a contractual dispute related to the issuance of shares of a Delaware corporation and involving relevant contracts that were formed in North Carolina;
  • whether nonreliance and waiver provisions in a nondisclosure agreement were effective under Delaware and New York law to bar fraud claims related to materials provided in due diligence;
  • whether a purchaser of the assets of a North Carolina corporation was liable as a successor to the seller under the “mere continuation” theory or the de facto merger doctrine
  • what standard of review applies to a merger in which the controlling stockholder seeks liquidity and the minority shareholders receive merger consideration on a pro rata basis with the controlling stockholder
  • the circumstances under which an assignee of a membership interest in a North Carolina limited liability company is entitled to exercise management rights with respect to the assigned interest.

The February 2013 issue of Notes Bearing Interest, featuring Molony’s “Business Law Developments” article, is available here.

More information about Elon Law Professor Tom Molony is available here.