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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.Controlling shareholder; control of sale; presumtion that, in making a business decision, corporate directors act on an informed basis, in good faith, and in the honest belief that the action taken is in the company's best interests. Louisiana-Pacific Resources, Inc; The Commerce Clause is not implicated by a statute that regulates corporations even-handedly and imposes no special or distinct burden on out-of-state interests; dormant commerce clause; straight voting. Mc Kesson HBOC, Inc.; stockholder has right to make written demand to inspect corporate books and records for purpose reasonably related to person's interest as stockholder; derivative action; parent corporation; subsidiary corporation. Verizon Communications, Inc; Stockholders seeking inspection of corporate books and records must present some evidence suggest credible basis from which court can infer mismanagement, waste, or wrongdoing may have occurred. Omission to act by one under a legal duty to do so is sufficient for criminal liability if it is a substantial factor in bringing about the consequences prohibited by statute. Homicide; malice afterthought; manslaughter; murder. Causation; habeas corpus; intervening cause; second-degree murder; superseding cause. Direct action; special injury test disapproved for determining whether a direct action exists; standing to assert direct action depends on whether the individual, not the corporation, suffered harm and would benefit from the recovery or remedy. F & W Acquisition LLC, recission, fraud, contracts may not be rescinded based on misrepresentations made during negotiations unless one party to contract made misrepresentations, knowing them to be false. Derivative Litigation, A director's independence turns on whether the director is, for any substantial reason, incapable of making a decision with only the best interests of the corporation in mind. Failure to instruct the jury on a material element of the prosecution's case violates the defendant's due process rights. A buyer may revoke acceptance of goods when a nonconformity impairs the value of the goods to the individual buyer, taking into account the needs and circumstances of the individual buyer. Federal Impact Aid Program; financial assistance to local school districts; prohibits offsetting federal aid by reducing state aid to a local district; unreasonably interfering with a state program that seeks to equalize per-pupil expenditures. Secretary of Labor; An agency's practice of advising affected entities that a regulation does not apply to them establishes an authoritative departmental interpretation that may not be changed without prior notice and comment. EPA; If Congress grants a procedural right to protect concrete interests,like right to challenge agency action unlawfully withheld, litigant can assert without meeting ordinary standards for redressability and immediacy; standing. Earth Island Institute; doctrine of standing requires federal courts to satisfy plaintiff alleged such personal stake in outcome of controversy to warrant plaintiff's invocation of federal court jurisdiction; case or controversy requirement. City of New York; Use of Line Item Veto Act to cancel spending for a budget item violates the Constitution by permitting the virtual amendment of Congressional acts by the President.; delegation doctrine. Redding; school search permissible in scope when measures adopted reasonably related to objectives of search, not excessively intrusive in light of age and sex of student and nature infraction; qualified immunity. EPA; Because greenhouse gases fit squarely within the Clean Air Act's definition of air pollutant, the EPA has the authority to regulate the emission of such gases from new motor vehicles. Leemon Family LLC; parties to an LLC have substantial authority to shape their own affairs, and any conflicts between the LLC Act and their agreement will be resolved in favor of the agreement. Jaffari; a limited liability company (LLC) is bound by the operating agreement signed by some members and that defines the LLC's governance and operation, even if the LLC itself did not sign. Boland Trane Associates, Inc.; Although an SLC's substantive decisions are presumed reasonable, there is no presumption that the SLC was independent, acted in good faith, or followed reasonable procedures. Cellular Information Systems, Inc.; corporate fiduciary generally must place the corporation's interests before his own, but here no valid expectancy interest and did not usurp any corporate opportunity. Gugliuzzi; the knowledge of an agent acting within the scope of his or her authority is chargeable to the principal, regardless of whether that knowledge is actually communicated. When a non-testifying codefendant confession incriminating defendant is not directly admissible against defendant, the confrontation clause bars its admission at their joint trial, even if the jury is instructed not to consider it against the defendant. A statute is void for vagueness if it fails to specify the conduct punishable thereunder such that the defendant lacks fair warning that his conduct violates the statute. When there is doubt as to whether an instrument has been forged or merely altered, the court will assume that the instrument was altered.
Dep't of Interior; promulating a regulation is not the type of agency action ripe for judicial review under the Administrative Procedure Act until there is a specific factual situation; APAStern v. Safe-harbor provision of 27A of the Securities and Exchange Act; fraud on the market theory; forward-looking statements must be accompanied by meaningful cautionary statements that adequately identify important risk factors. Tellabs, Inc.; When inferences of scienter drawn from the plaintiffs' complaint are at least as strong as any opposing inference, the plaintiffs have successfully pled the necessary scienter. Scientific-Atlanta, Inc.; To sustain a § 10(b) cause of action, there must be "requisite causal connection between defendant's misrepresentation and a plaintiff's injury." ; causation; proximate cause; reliance. An accused who requests the appointment of counsel at arraignment is permitted under the sixth amendment to consult with that counsel during any custodial interrogation by the police, absent waiver by the accused. Representations made by a debtor in a purchase-money security agreement regarding the intended use of the collateral will be binding on the debtor and will determine whether the collateral is for business or personal purposes. Without red flags, directors have no reason to suspect wrongdoing; does stockholder complaint create a reasonable doubt that board of directors could have properly exercised its independent and disinterested business judgment in responding. P.; Under section 36(b) of the Investment Company Act, a financial adviser has a fiduciary duty and owes an obligation of candor in negotiation, as well as honesty in performance, but not for negotiating own salary. Jordan; The proper remedy for a freeze-out is to restore the minority shareholder as nearly as possible to the position she would have been in had there been no wrongdoing; close corporation; dividend; injunction. Antinora; The general rule of partnership law is that, in the absence of an agreement, the law presumes that partners and joint adventurers intended to participate equally in the profits and losses of the common enterprise. Superior Court; In forming a partnership, the partners obligate themselves to share the risks and benefits and carry out the enterprise with the highest good faith toward each other; fiduciary. 55 Perry Co; Partnership law provides that, subject to any contrary agreement between the partners, no person may become a member of the partnership without the consent of the other partners. Dreifuerst; Unless otherwise agreed, partners who have not wrongfully dissolved the partnership have a right to wind up the partnership and force a sale of the partnership assets; partnership at will. Cuban; Insider trading liability under the misappropriation theory is premised on the undisclosed use of confidential information for personal benefit, in breach of a duty not to do so. Procedural rules usually do not apply retroactively. absent a showing of cause and prejudice attendant to a state procedural waiver, a federal habeas corpus review of a waived objection to the admission of a confession at trial is barred. Qualified immunity does not apply to deprivation of constitutional rights; coercive police interrogation resulting in statements not used at trial violates Constitution only if interrogator's conduct shocks the conscience. A criminal defendant's initial appearance before a judicial officer triggers the attachment of the Sixth Amendment right to counsel. Burden of persuasion; burden of production; insanity; mens rea; voluntary. Due process does not require the prosecution to disprove all affirmative defenses that may be available to defendant, so long as it has proven guilt beyond a reasonable doubt. Deliberate first- degree murder; intent; second-degree murder. Business judgment rule; good faith; directors owe corporation and shareholders duty of good faith; business judgment rule does not save directors from liability for the conscious disregard of the consequences of corporate action. AFSCME Employees Pension Plan; Bylaws may be unilaterally adopted by shareholders when they appropriately relate to corporate processes rather than substantive decisions or Board's fiduciary duties. Stephens; misrepresentation material if substantial likelihood disclosure of omitted fact would have been viewed by reasonable investor as having significantly altered total mix of information made available; proxy. Shareholder Derivative Litig; Plaintiff must show directors knew not discharging fiduciary obligations or directors demonstrated conscious disregard for responsibilities; business-judgment rule; exculpatory clause; gross negligence. Stephens; Shareholder ratification applies only to circumstances where fully informed shareholder vote approves director action that does not legally require shareholder approval in order to become legally effective. Cullman; director is "interested" when he derives benefit from transaction that is not shared with other shareholders but lacks "independence" when his decision about transaction controlled directly or indirectly by another; disinterested. Shareholders Litig; Pre-suit demand excused only if shown that a majority of the members of board of directors is either personally interested, or is so dominated by or beholden to an interested director that discretion sterilized. Sidhu; Gross negligence is conduct that constitutes reckless indifference, or actions that are without the bounds of reason, and constitutes a breach of the duty of care; bad faith; exculpatory clause. Horn; The question of whether director is required to offer business opportunity to corporation before taking advantage of it is determined according to relationship between particular director and corporation; accounting; constructive trust. Consolidated Shareholder Litig; A director who uses inside knowledge to enrich employees while avoiding shareholder-imposed requirements is not acting loyally and in good faith as a fiduciary; business-judgment rule. Inter-Tel (Delaware), Inc; directors' defensive actions; burden is on directors to identify legitimate corporate purpose, and show that actions reasonable relation to purpose did not preclude shareholders from exercising right to vote. Nasser; Implied authority is agent reasonably believes he has, shown by evidence of acquiescence of the principal; actual authority; apparent agency; apparent agent; apparent authority; express agency; implied agency. Prometheus Development Company, Inc; A partnership agreement provision that allows an interested partner to count its votes is manifestly unreasonable under California corporations law; limited partner; limited partnership; ratification. Derivative Litigation; the law presumes directors act on an informed basis, in good faith, and in the honest beliefof best interests of company; business judgment rule; derivative action; duty of good faith; fiduciary duty. new constitutional rules of criminal procedure will not be applicable to those cases that have become final before the new rules are announced. Fruit of the poisonous tree doctrine aplies to Fourth amendment, not Fifth Amendment; although Miranda requires the suppression of an un-warned admission, the admissibility of any subsequent statement turns on whether it was made voluntarily. Beard; capital defendant and family say no mitigating evidence, but defense lawyer must make reasonable efforts to obtain and review prosecution evidence of aggravation at sentencing phase of trial; death penalty. United States; repeated requests to commit a crime and pleas for sympathy establish entrapment; if defendant's criminal conduct arises from the inducement of law enforcement officers, not the intention of the defendant. Heckenkamp; absent clear warnings, connecting a personal computer to a computer network does not relinquish an otherwise objectively reasonable expectation of privacy; warrantless search. Villarreal; individuals have a reasonable expectation that their letters and other sealed containers will not be opened by government agents without a warrant when they are surrendered to a carrier. Spears; Title III of the Omnibus Crime Control and Safe Streets Act of 1996 creates exception to civil liability for aural interception during business use of a telephone extension; scope of exception limited to the business purpose. Missouri; the constitution prohibits the use of visible shackles during the penalty phase of a criminal trial unless the use is justified by an essential state interest specific to the defendant on trial. Washington; out-of-court statements are inadmissible into evidence if defendant has no opportunity to cross-examine speaker, unless witness is unavailable and defendant has prior opportunity to cross-examine the declarant; hearsay. Gant; Police may search vehicle incident to recent occupant's arrest only if arrestee is within reaching distance of passenger compartment at time search or reasonable to believe vehicle contains evidence offense of arrest; stare decisis. Redding; school search permissible if scope of measures adopted is reasonably related to objectives of search and not excessively intrusive; in loco parentis; qualified immunity. Louisiana; A criminal defendant's consent to police-initiated interrogation cannot be presumed involuntary simply because the court previously appointed a lawyer to represent him; preliminary hearing. United States; Although acquittals may preclude retrial on counts on which the same jury hangs, the consideration of hung counts has no place in the issue preclusion analysis for double jeopardy purposes; hung jury. Gant; Police may search vehicle incident to recent occupant's arrest only if arrestee is within reaching distance of passenger compartment at time of search and reasonable to believe vehicle contains evidence of offense of arrest. Michigan; exclusionary rule not apply suppress evidence obtained in violation knock-and-announce rule; exclusionary rule; fruit-of-the-poisonous-tree-doctrine; inevitable discovery rule; no-knock search warrant. Illinois; Whatever warnings suffice for Miranda's purposes will also be sufficient to safeguard the right to counsel in the context of post-indictment questioning; indict; sixth amendment. Constructive possession of controlled substance is established when the defendant is knowingly in a position or has the right to exercise dominion or control over it, and has some appreciable ability to guide its destiny. Due Process Clause requires the prosecution to prove beyond a reasonable doubt the absence of heat of passion when it is at issue in a homicide prosecution. One who, with full knowledge of the dangers involved, deliberately exposes a person to danger of death or bodily injury is liable for murder upon death of victim. The Reform Act provides a three-part process for identifying the lead plaintiff in a class action lawsuit: notice; greatest financial stake in the outcome of the controversy; Rule 23 requirements of typicality and adequacy. The substantive fairness of a class action settlement and attorney's fees depends on: (1) the complexity, expense, and duration of the litigation; (2) the reaction of the class to the settlement; (3) the stage of the proceedings and the extent of discover If a board is pursuing a merger for strategic reasons, it may decline to entertain a competing bid that may yield a higher short-term gain for its shareholders in favor of a merger that ensures greater long-range gains. Delaware General Corporation Law 144 provides a safe harbor for interested transactions if the material facts as to the director\'s relationship or interests as to the contract or transaction are disclosed or are known and majority of disinterested direct Abry Partners V, L. One who inflicts an injury upon another that results in death cannot avoid liability because the victim could have taken better care of himself or herself. The sec, enjoin negligent conduct resulting in securities law violations, the securities and exchange commission, evidence of past negligence, substantial likelihood of future violations of federal securities laws. Ikanos Communications, Inc.; management has duty to make disclosure when a trend, demand, commitment, event, or uncertainty is both presently known and reasonably likely to have material effects on registrant. Apuzzo; to hold an aider and abettor liable for securities law violations, must show underlying violation that defendant knew about, provided substantial assistance, by participating, and by action. In re Novartis Wage & Hour Litigation; Per the Fair Labor Standards Act (FLSA) overtime-pay exemption, "outside salesmen" facilitate the transfer of title to goods; "administrative employees" exercise discretion and independent judgment. Hillsides, Inc.; violation of common law tort of intrusion is intentional intrusion into a place, conversation, or matter plaintiff has a reasonable expectation of privacy, in a manner highly offensive to a reasonable person. Quon; Even when employee has reasonable expectation of privacy in workplace, government employer does not violate Fourth Amendment when it invades the employee's privacy for a legitimate work-related reason. In re American Housing Foundation, Debtor; After an employer's bankruptcy case commences, an employer is only obligated to pay for unused vacation time if the right to payment is specifically expressed in its employment contract with the employee. Residential visitors, who are on the premises for only a short time and who claim no connection to the host other than to transact business, have no legitimate expectation of privacy in the premises under the fourth amendment. Fruit of the poisonous tree doctrine; independent source rule; the fourth amendment prohibits use of evidence obtained by an illegal search and seizure, and evidence obtained as a result of that constitutional violation unless independent source.