April 25, 2012
Authored by: Bryan Cave Leighton Paisner
Tom Richey’s annual survey of decisions handed down during 2011 by the state and federal courts on Georgia corporate and business organization issues is available. This survey covers the legal principles that govern Georgia businesses and their ownership. It catalogs decisions regarding points of corporate, partnership and limited liability company law, as well as addressing transactions and litigation involving those organizations, their management and investors. 2011 yielded decisions concerning duties of disclosure, shareholder inspection rights, LLC operating agreements, the rights of partners who are creditors of the partnership and partnership dissolution, the failure of a key condition in an acquisition agreement, derivative action issues, a “common enterprise” theory of joint liability, an insolvency requirement for piercing the corporate veil, common law preference claims, the nondischargeability of breach of fiduciary duty claims, a definitive Georgia Supreme Court decision on the fiduciary shield doctrine, and much more. Also included this year are selected 2011 decisions from the Georgia Business Court, several of which ruled on the exclusivity of dissenters rights in public company mergers.
This is Tom Richey’s seventh annual survey of Georgia corporate and business organization case law developments. Mr. Richey practices in Bryan Cave’s Securities Litigation and Enforcement Practice Group.