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... result the “[appellants] claim for controlling person liability under [Section 20(a) of the Excha...
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... (1) it considered them vicarious liability assertions, and (2) it believed that the Fair Houssing Act did not impose personal vicarious liability upon a corporate officer or a ... employee or agent of the directing or controlling person .. has engaged .. in a discriminatory housi...
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Corporate law theory and practice considers shareholder relations with companies and the implications of ownership separated from control. Yet through the Troubled Asset Relief Program (TARP) bailout and the government's resultant shareholding, ownership and control at many companies have merged, leaving corporate theory and practice for the financial and automotive sectors in chaos. The government's $700 billion bailout is a unique historical event; not merely because of its size, but also because of a resulting ripple through corporate scholarship and practice. This article builds on the author's five testimonies before Congress during the financial crisis and implementation of the TARP bailout and his consultation for the Special Inspector General for TARP. After considering corporat...
... always, I am told, been a very competent person. Walter Bagehot, first Editor-in-Chief of The Econ... Treasury and the Fed are generally controlling shareholders, even in spite of their relatively lo...-suspenders approach protecting it from liability in this arena, including the liability waivers of ...
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... dismissal of certain “controlling person” claims under §. 20(a) of the Securities Exchange ... and Langford argue that because a controlling person. claim under § 20(a) presupposes an underl... claims asserted controlling person liability against Smith. and Langford, predicated on violati...
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The financial distress of a subsidiary can be a difficult event for its parent company. When the subsidiary faces the prospect of a bankruptcy filing, the parent likely will need to address many more issues than simply its lost investment in the subsidiary. Unpaid creditors of the subsidiary instinctively may look to the parent as a target to recover on their claims under any number of legal theories, including piercing the corporate veil, breach of fiduciary duty, and deepening insolvency. The parent also may find that it has exposure to the subsidiary's creditors under various state and federal statutes, or under contracts among the parties. In addition, untangling the affairs of the parent and subsidiary, if the latter is going to reorganize under chapter 11 and be owned by its credi...
... distressed subsidiary and the party controlling its board of directors, the private equity fund re...It also may have statutory liability to the subsidiary's creditors in certain circumsta... secondary liability on controlling persons for primary liability of controlled persons under ...
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...all persons purportedly suffering damages as a result of the. ...causation and "controlling person" liability). In re Smith &. Wesson Holding...
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- in Re Stone & Webster, Inc., Securities Litigation Adele Brody, on Behalf of Herself and all Others Similarly Situated; Fred Dubois, Jr., Individually and on Behalf of all Others Similarly Situated; Albert A. Blank, on Behalf of Himself and all Others Similarly Situated; David B. Everson, on Behalf of Himself and all Others Similarly Situated; Fanny Mandelbaum, on Behalf of Herself and all Others Similarly Situated; Mark Hanson, on Behalf of Himself and all Others Similarly Situated, Plaintiffs, Ram Trust Services, Inc., Lens Investment Management Llc, Plaintiffs, Appellants, v. Stone & Webster, Inc., H. Kerner Smith, Thomas Langford, Pricewaterhousecoopers, Llp, Defendants, Appellees., 424 F.3d 24 (1st Cir. 2005)
... court's dismissal of certain "controlling person" claims under § 20(a) of the Securities Ex... claims asserted controlling person liability against Smith and Langford, predicated on violatio...
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..., segment reporting, payment of personal executive expenses, and misappropriation of funds.... of the controlled person, not the controlling person; a change to control person liability that ...
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... Act of 1934 imposes private civil liability on those who commit a manipulative or deceptive ac... That text-which makes it "unlawful for any person, directly or indirectly, .. [t]o use or employ, in... of the 1934 Act imposes liability on "controlling person[s]" -persons who "contro[l] any person liab...