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In this case, ZF sued TAT claiming that the director TAT appointed to ZF's predecessor, ZF Micro Devices, intentionally destroyed that corporation by disparaging its management and working behind the scenes to undermine its efforts to obtain funding.  This decision holds that ZF's claim is legal and must (at ZF's demand) be tried to a jury.  A director's duty to… Read More

The alter ego doctrine can be applied to municipal corporations if the factors allowing the doctrine's application to private corporations are satisfied.  Here, plaintiff alleged sufficient facts to show it would be inequitable to recognize the Reclamation Authority's separate existence since that City formed the Authority specifically to avoid liability for remedying the environmental pollution on the site the City… Read More

Plaintiff recovered a $157,000 judgment against defendant's corporation, then brought this independent suit against defendant claiming he was the corporation's alter ego and liable for the judgment against it.  On the first appeal from judgment on the pleadings against plaintiff, the court held that a plaintiff may pursue an independent action against the alter ego based on the judgment against… Read More

To maintain a derivative action on behalf of a limited liability company under Corp. Code 17709.02, just as required for a shareholder to bring a derivative action on a corporation's behalf under Corp. Code 800, the plaintiff must maintain continuous membership in the limited liability company from the time of the alleged wrongful acts through completion of the derivative action. … Read More

Defendant, a Delaware corporation with headquarters in California, had a federal forum provision in its articles of incorporation which provided that any claims against it under the federal Securities Act of 1933 had to be brought in federal, not state, court.  This decision affirms an order dismissing without prejudice a Securities Act suit that one of the corporation's shareholders brought… Read More