Beneficial owner; rights offering; stockholders have records inspection rights after corporation merger; neither record holders nor beneficial holders need have an actual economic interest in stock to have inspection rights. Investment Co; A limited partner who is not also a general partner is not liable for the obligations of the limited partnership unless he takes part in the control of the business. Jerez; Under Utah law, documents that provide for the acquisition, mortgage, or disposition of property of the LLC are binding on the LLC if they are signed by a manager; limited liability company.
IPO; initial public offering; when the board of directors cannot be expected, due to self interest, to determine whether to initiate legal proceedings against the corporation, it would be futile for the shareholders to make a demand before filing suit.
C; For an attorney statement in the course of representation to form the basis of a misrepresentation claim, the statement must be more than a legal opinion and must relate to actual facts. Only increases in per hour emissions are modifications requires preapproval. 1367; if federal court has jurisdiction over a federal claim, it has supplemental jurisdiction over state claims so related to original jurisdiction that they form part of the same case or controversy. First Bancorp; no supplemental jurisdiction (formerly ancillary jurisdiction or pendent jurisdiction) if plaintiff's state law claims substantially predominate over the federal claims or raise complex or novel issues of state law.
When Congress mandates a specific definition of a statutory term, an agency cannot interpret the meaning of the term differently under its regulations. Twombly; sufficient factual allegations required for Fed.
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.
The EPA may consider both the health effects of pollution and the cost of abating it when determining whether a state SIP fails to comply with the Clean Air Act. Navigable waters; The phrase the waters of the United States, as used in the Clean Water Act, includes only those relatively permanent or continuously flowing bodies of water forming geographic features; wetlands are not navigable waters. Goldstene; If the California motor vehicle emissions regulations are granted a waiver by the EPA to the Clean Air Act, enforcement is not prevented by the doctrine of conflict preemption or by express preemption. Duke Energy Corp; A Clean Air Act permit is required for any physical change in, or change in the method of operation of, a major stationary source that would result in a significant net emissions increase of any pollutant. EPA; EPA is not properly exercising its duty under the Clean Air Interstate Rule unless it is promulgating a rule that achieves something measureable toward the goal of prohibiting sources within one state from affecting another state. National Highway Traffic Safety Administration; NHTSA has a duty to assess environmental impacts, including impact on climate change, of rules; enviornmental impact statement. Defenders of Wildlife; Endangered Species Act § 7(a)(2)'s application limited to actions in which discretionary federal involvement or control, and thus it does not apply in the context of mandatory EPA actions.
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.
Administrative Prodecure Act National Park Hospitality Ass'n v. Ahmanson & Co.; Majority shareholders have a fiduciary responsibility to the minority and to the corporation to control the corporation in a fair, just, and equitable manner. Under the safe-harbor provision of 27A of the Securities and Exchange Act, forward-looking statements must be accompanied by meaningful cautionary statements that adequately identify important factors that could cause actual results to differ. SEC; The Securities and Exchange Commission must consider efficiency, competition, and capital formation, and failure makes promulgation of the proposed rule arbitrary and capricious.
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.
Allapattah Services; class action, if named plaintiff meets requirement, supplemental jurisdiction over claims in same case or controversy even if claims for less than jurisdictional amount for diversity jurisdiction; Article III.
Caddy; Due process is satisfied when the defendant has performed some act or consummated some transaction within the forum or has otherwise purposefully availed himself of the privileges of conducting business in the forum.