9 Cited authorities

Log on America v. Promethean Asset Management
223 F. Supp. 2d 435 (S.D.N.Y. 2001) Cited 73 times
No. 00 Civ. 6218(RMB). December 10, 2001. Mark Arthur Berman, David S. Frydman, Steven J. Shore, Ganfer Shore, L.L.P., New York City, for Log On America, Inc. DECISION AND ORDER BERMAN, District Judge. On or about August 18, 2000, Plaintiff Log On America, Inc. ("Plaintiff" or "LOA") filed this action against defendants Promethean Asset Management L.L.C. ("Promethean") `and HFTP Investment L.L.C. ("HFTP" and, together with Promethean, the "Promethean Defendants"); Fisher Capital Ltd. ("Fisher"),
GAF Corp. v. Milstein
453 F.2d 709 (2d Cir. 1971) Cited 144 times 1 Legal Analyses
Holding that the issuer has a private cause of action and standing to sue for injunctive relief
Treadway Companies, Inc. v. Care Corp.
638 F.2d 357 (2d Cir. 1980) Cited 112 times
Holding that the record — which revealed the directors engaged outside firms, were informed, and asked numerous questions to help them deliberate on a proposed merger — provided no adequate basis for finding lack of good faith
Wellman v. Dickinson
682 F.2d 355 (2d Cir. 1982) Cited 96 times
Finding a Section 13(d) group where members agreed to act in concert to dispose of shares to bring about third party's acquisition of issuer to the benefit of both sides
Bath Industries, Inc. v. Blot
427 F.2d 97 (7th Cir. 1970) Cited 86 times
Noting that legal title is irrelevant for the purpose of the statute if someone else can guarantee a block of votes
McMurtray v. Holladay
11 F.3d 499 (5th Cir. 1993) Cited 29 times
Holding that takings claims under the Fifth Amendment are "barred because under the Eleventh Amendment, a citizen may not sue his own state in federal court"
Morales v. New Valley Corp.
999 F. Supp. 470 (S.D.N.Y. 1998) Cited 8 times
Granting summary judgment to plaintiff where existence of written agreement evidenced agreed purposes to hold and to dispose of securities
Champion Parts Rebuilders, Inc. v. Cormier
661 F. Supp. 825 (N.D. Ill. 1987) Cited 13 times
Holding that defendants were required to disclose their “plans and intentions” despite their “then-present inability to accomplish those plans”
Section 240.13d-5 - Acquisition of beneficial ownership
17 C.F.R. § 240.13d-5 Cited 82 times 2 Legal Analyses
Defining beneficial ownership by individuals outside the "group" context

CSX Corporation v. The Children's Investment Fund Management (UK) L.L.P. et al

9 Cited authorities

Holding that the issuer has a private cause of action and standing to sue for injunctive relief

Holding that the record — which revealed the directors engaged outside firms, were informed, and asked numerous questions to help them deliberate on a proposed merger — provided no adequate basis for finding lack of good faith

Finding a Section 13(d) group where members agreed to act in concert to dispose of shares to bring about third party's acquisition of issuer to the benefit of both sides

Noting that legal title is irrelevant for the purpose of the statute if someone else can guarantee a block of votes

Holding that takings claims under the Fifth Amendment are "barred because under the Eleventh Amendment, a citizen may not sue his own state in federal court"

Granting summary judgment to plaintiff where existence of written agreement evidenced agreed purposes to hold and to dispose of securities

Holding that defendants were required to disclose their “plans and intentions” despite their “then-present inability to accomplish those plans”

Defining beneficial ownership by individuals outside the "group" context