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.