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Disbar for alcohol abuse; attorney substance abuse; attorney ethics violation; ABA Model Rules of Professional Conduct; lawyer legal ethics and professional responsibility; CLE; Continuing Legal Education. Jaffari; a limited liability company is bound by the operating agreement signed by some members and that defines the LLC's governance and operation, even if the LLC itself did not sign. Geist; A manager of an LLC has the apparent authority to bind the LLC when he executes in its name an instrument for carrying on, in the usual way, its business or affairs. peremptory challenge; batson challenge; strike in camera. Professional ethics; ethics lawyer; lawyer ethics; legal ethics issues; attorney substance abuse and drug addiction; attorney ethics violation; ABA Model Rules of Professional Conduct; lawyer legal ethics; Mandatory Continuing Legal Education. The admission at trial of hearsay statements does not violate confrontation clause as long as declarant is unavailable and statements are sufficiently reliable, based either on firmly rooted hearsay exception or other showings of trustworthiness.
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. accused who expresses a desire to deal only through counsel does not waive that right merely by responding to further police-initiated questioning unless accused initiates further communication. A security interest may attach if the debtor has rights in the collateral, but there is no requirement that the debtor own the collateral.
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. An accused who requests the appointment of counsel at arraignment is permitted under the sixth amendment to consult with that counsel during any custodial interrogation by the police, absent waiver by the accused. Representations made by a debtor in a purchase-money security agreement regarding the intended use of the collateral will be binding on the debtor and will determine whether the collateral is for business or personal purposes.
Marshall; bankruptcy judges are not constitutionally vested with jurisdiction to decide state common law claims against an entity that is not otherwise part of the bankruptcy proceedings; Northern Pipeline; Norberg. Ickes; the border search doctrine is not subject to a First Amendment exception; the government's interest in preventing the entry of unwanted persons and effects is at its zenith at the international border Employee handbooks; employee manual; human resources; anti-fraternization policy; workplace romance; non-fraternization policy; anti-fraternization policies; employee rights; dating a coworker; coworker relationships; employment lawyer. Private Securities Litigation Reform Act; the allegations in the complaint, taken together, must give rise to an inference of scienter, which requires that the defendant made false statements, knowing that they were false. Makor Issues & Rights, Ltd.; Private Securities Litigation Reform Act survives motion to dismiss only if reasonable person would deem inference of scienter cogent and at least as compelling as any opposing inference; scienter. Criminal defendant due process rights are violated if the prosecutor charges defendant with a more serious crime after defendant exercises statutory right to challenge conviction for less serious offense arising from the same conduct. a criminal defendant in federal court is not entitled to a dismissal of the indictment because the prosecutor failed to present to the grand jury substantial exculpatory evidence. no need for severance exists until a defendant makes a convincing showing that he has both important testimony to give concerning one count and a strong need to refrain from testifying on the other. A bank or other institution that receives a check for deposit has a duty to exercise due care to make sure that the depositor is the intended recipient of the funds.
What is ethical; business ethics; ethical issues; ethics requirements; ethical responsibility; ethical standards; attorney ethics and professional responsibility; legal ethics; mandatory ethics CLE; ethics class; ethical businesses. Energy Systems, Inc.; mere congregation of a corporation's directors in same room does not necessarily result in a board meeting, and does not obviate the need for adherence to corporate bylaws and General Corporation Law. Haft; Under Delaware corporation law, an interest sufficient to support an irrevocable proxy must either be an interest in the stock itself or an interest in the corporation generally, such as being CEO. Shareholders Litigation; The fiduciary duty of loyalty requires directors and officers to offer investment opportunities derived from corporate business to the corporation before acting on them individually. Private Securities Litigation Reform Act; Connect the inferences fraud Rule 10b-5. Securities and Exchange Commission; Because investors rely on the reputation, integrity, independence, and expertise of an underwriter, the underwriter has a obligation to investigate and disclose material facts. Despite a claim of innocence, the fifth amendment protection against self-incrimination is available to all those who have reasonable cause to apprehend danger from a direct answer. Perjury; criminal defendant is not deprived of the effective assistance of counsel when his lawyer admonishes him not to give perjured testimony and threatens to disclose to the court any false testimony the defendant may give.
An employer may order a plant closing or mass layoff before the conclusion of the statutory sixty-day notice period if the closing or mass layoff is caused by business circumstances that were not reasonably foreseeable. Clay Ward Agency, Inc.; assumption of personal liability by a member of an LLC is so antithetical to the purpose of a limited liability company that it must be stated in unequivocal terms. In order for media coverage to infect a trial with unfairness, a juror's preconceived notions of guilt or innocence must prevent him or her from rendering a verdict based on the evidence presented in court. Even when capital defendant family members and defendant himself say no mitigating evidence, lawyer must make reasonable efforts to obtain and review prosecution evidence of aggravation at sentencing phase of trial. Counsel's failure to obtain the defendant's express consent to a strategy of conceding guilt in a capital trial does not render counsel's assistance ineffective when it is reasonable under the circumstances. a defendant can lose his right to be present at trial if, after warning by the judge, he conducts himself in a manner so disorderly, disruptive, and disrespectful of the court that trial cannot be carried on with him in courtroom. Millard Refrigerated Services, Inc.; limitation of liability in a warehouse receipt will limit liability, unless the damage was from the the warehouse's conversion of the goods to its own use. Chase Bank, USA; Unauthorized use of a credit card is use of the card by someone without actual, implied, or apparent authority to make charges, and from which the cardholder receives no benefit. Shell Oil Co.; claim for bad faith price setting; a price in an open price contract is set in good faith if it is commercially reasonable and nondiscriminatory; disparate pricing between jobbers and dealers is not evidence of discrimination Central Washington Refrigeration, Inc. Barbee; Uniform Commercial Code; indemnity actions are governed by separate statute of limitation; implied right of indemnity; separate equitable cause of action; UCC. Certified Packaging Corp.; security interest includes the proceeds from a recovery for decreased value of collateral, and not for loss of use of the collateral; destroyed property; damaged property.
A person has a duty to avoid affirmative misrepresentations in referral letters and a duty to disclose omitted information if a fiduciary or confidential relationship exists or a pecuniary interest Racing Investment Fund 2000, LLC v. AFSCME Employees Pension Plan; bylaws may be unilaterally adopted by shareholders only when they appropriately relate to corporate processes rather than substantive decisions and do not otherwise violate the law. capital offense; death penalty; death sentence; voir dire.
Federal Impact Aid Program; financial assistance to local school districts; prohibits offsetting federal aid by reducing state aid to a local district; unreasonably interfering with a state program that seeks to equalize per-pupil expenditures. Secretary of Labor; An agency's practice of advising affected entities that a regulation does not apply to them establishes an authoritative departmental interpretation that may not be changed without prior notice and comment. EPA; If Congress grants a procedural right to protect concrete interests,like right to challenge agency action unlawfully withheld, litigant can assert without meeting ordinary standards for redressability and immediacy; standing. Earth Island Institute; doctrine of standing requires federal courts to satisfy plaintiff alleged such personal stake in outcome of controversy to warrant plaintiff's invocation of federal court jurisdiction; case or controversy requirement. City of New York; Use of Line Item Veto Act to cancel spending for a budget item violates the Constitution by permitting the virtual amendment of Congressional acts by the President.; delegation doctrine. Redding; school search permissible in scope when measures adopted reasonably related to objectives of search, not excessively intrusive in light of age and sex of student and nature infraction; qualified immunity. EPA; Because greenhouse gases fit squarely within the Clean Air Act's definition of air pollutant, the EPA has the authority to regulate the emission of such gases from new motor vehicles. Leemon Family LLC; parties to an LLC have substantial authority to shape their own affairs, and any conflicts between the LLC Act and their agreement will be resolved in favor of the agreement. Jaffari; a limited liability company (LLC) is bound by the operating agreement signed by some members and that defines the LLC's governance and operation, even if the LLC itself did not sign. Boland Trane Associates, Inc.; Although an SLC's substantive decisions are presumed reasonable, there is no presumption that the SLC was independent, acted in good faith, or followed reasonable procedures. Cellular Information Systems, Inc.; corporate fiduciary generally must place the corporation's interests before his own, but here no valid expectancy interest and did not usurp any corporate opportunity. Gugliuzzi; the knowledge of an agent acting within the scope of his or her authority is chargeable to the principal, regardless of whether that knowledge is actually communicated. When a non-testifying codefendant confession incriminating defendant is not directly admissible against defendant, the confrontation clause bars its admission at their joint trial, even if the jury is instructed not to consider it against the defendant. A statute is void for vagueness if it fails to specify the conduct punishable thereunder such that the defendant lacks fair warning that his conduct violates the statute. When there is doubt as to whether an instrument has been forged or merely altered, the court will assume that the instrument was altered.
Under Communications Act of 1934, the Federal Communications Commission (FCC) regulates interstate telephone communications using a traditional regulatory system similar to what other commissions regulating other common carriers. Mukasey; An immigration judge's credibility determination must be based on specific, cogent reasons that bear a legitimate nexus to the findings; asylum and protection; Convention Against Torture; Board of Immigration Appeals . Sale of securities falls under 10(b) of the Securites and Exchange Act of 1934; section 10(b) forbids the use of any manipulative or deceptive device or contrivance relating to the sale of a security that is misleading or operates as a fraud or deceit. The Chase Manhattan Bank; Boilerplate successor obligor clauses do not permit assignment of the public debt to another party in the course of a liquidation unless to a single purchaser. RJR Nabisco, Inc.; When there is no express covenant restricting the incurring of new debt, and no perceived direction to that end from the express covenants, the court will not imply a covenant. Bolger; A derivative action that alleges only a breach of the duty of care, and not a breach of the duty of loyalty, does not require separate legal representation of the corporate plaintiff and the management defendants. RCO AG Credit, Inc.; When the court requires a plaintiff in a derivative action to post a bond for the defendant's anticipated attorney's fees and costs, the defendant may not recover costs or fees greater than that bond. Oak Industries, Inc.; The relationship between a corporation and its bondholders is contractual in nature, and the rights and obligations of the parties will be spelled out in the documentation of that relationship. Allied Artists Picture Corporation; When and in what amounts dividends will be declared rests in the honest discretion of the directors, assuming the absence of fraud or a gross abuse of discretion. Delaware corporate law authorizes the indemnification of an officer's legal expenses when the officer has been successful in the underlying proceeding, as well as the advancement of expenses in pending proceedings. Goodyear; a shareholder derivative action must state with particularity any effort made by the plaintiff to obtain the desired action from the directors and the reasons for not obtaining the action or making the effort. Shareholder Litigation; to obtain a preliminary injunction, must demonstrate (1) a reasonable probability of success on the merits, (2) will suffer irreparable harm, and (3) the balance of the equities Nixon v. China Media Express Holdings, Inc.; shareholder may inspect the books and records of a corporation to investigate fraud and mismanagement, and the ability of the board to act independently and in good faith. In re MFW Shareholders Litigation; business judgment rule standard of review applies to controlling stockholder merger if procedural safeguards followed; majority of the minority stockholder approval. Imposition of death sentence for murder in the first degree is not void under due process clause solely because trial court considered additional information from probation department and other sources. Right to a jury trial is not violated by pennsylvania mandatory minimum sentencing act. Moore; The Sixth Amendment requires reasonable competence in representing the accused, but substantial deference must be afforded to counsel's judgment. Habeas corpus; per curiam; opinion; vagueness doctrine; void for vagueness. Court broad construction of a state criminal statute provides fair notice that statutory language will encompass conduct related to that forbidden by the statute.
Causes of divorce; divorce costs; divorce laws; divorce advice; divorce attorney; dissolution of marriage; division of marital assets; divorce separation agreement; dividing marital assets; dividing marital property. Allegations in the complaint, taken together, must give rise to an inference that the defendant acted with the requisite scienter of false statements, knowing. Leonard; determining relationship includes reasonable expectation of significant investor control, and not investment contract, courts look beyond formal terms of documents circumstances surrounding relationship.; passive. Ishopnomarkup.com, Inc; A Rule 506 exemption is not forfeited when the issuer of stock makes a good faith effort to comply with its disclosure requirements; advice of councel; exemption; good faith. The standard for determining whether a defendant is competent to waive the right to counsel and to enter a guilty plea is the same as the standard for determining whether the defendant is competent to stand trial.
Disbar for alcohol abuse; detection and prevention of alcohol and substance abuse in the legal profession; alcoholic lawyer; disbarment for drug abuse; attorney ethics violation; ABA Model Rules of Professional Conduct; lawyer legal ethics; CLE. If defendant plea of guilty is based on reasonably competent advice, it is intelligent plea not open to attack on the ground defendant counsel may have misjudged admissibility of defendant confession. When a prospective juror harbors preconceived notions of defendant guilt that cannot be set aside by consideration of the evidence, the juror must be dismissed for cause to ensure an impartial jury. When the evidence discloses any possibility that a juror views arise from the sufficiency of government evidence, disqualification must be denied.
Concurrent sentence; consecutive sentence; specific performance. A guilty plea is not knowingly and intelligently made, and therefore not voluntarily made, if the defendant did not receive adequate notice of the offense to which he pleaded guilty. A capital defendant accused of an interracial crime is entitled to have prospective jurors informed of the race of the victim and questioned on the issue of racial bias. General Insurance; breach of warranty; no exception to the economic loss doctrine for damages to a defective product when an inherent defect makes the product unreasonably dangerous. In re World Com, Inc.; the duty to mitigate damages bars recovery for losses suffered by a non-breaching party that could have been avoided by reasonable effort and without the risk of substantial loss or injury.