April 9, 2010
Authored by: Bryan Cave Leighton Paisner
During 2009, the state and federal courts handed down many significant decisions on Georgia corporate and business organization issues. This paper surveys decisions addressing novel questions, as well as those applying established principles that govern Georgia businesses. The decisions involve points of corporate, partnership and limited liability company law, as well as addressing transactions and litigation involving those organizations and other business arrangements. They cover an array of issues, including the duties and liabilities of corporate directors, officers, and employees, stock incentive agreements and stock appreciation rights, blue sky law claims, LLC buy-sell agreement disputes, breaches of warranties in asset purchase transactions, teaming agreements and business opportunities, general partner liability for a default judgment against the partnership, charging orders, ESOP participants’ rights to inspect books and records, claims against insurance brokers for failure to obtain D&O coverage, standing to assert claims against officers and directors of a failed bank, and more.
This is Tom Richey’s fifth annual survey of Georgia corporate and business organization case law developments. Mr. Richey is a Partner in Bryan Cave’s Securities Litigation and Enforcement Practice Group.