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Halebian v. Berv et al

REPLY MEMORANDUM OF LAW in Support re: 19 MOTION to Dismiss Complaint.. Document

22 Cited authorities

  1. Alexander v. Sandoval

    532 U.S. 275 (2001)   Cited 2,691 times   35 Legal Analyses
    Holding that it is "beyond dispute" that banning discrimination " ‘on the ground of race’ " "prohibits only intentional discrimination"

  2. Kamen v. Kemper Financial Services, Inc.

    500 U.S. 90 (1991)   Cited 1,218 times   5 Legal Analyses
    Holding that while Federal Rule of Civil Procedure 23.1 establishes procedural requirements concerning the "adequacy of the shareholder representative's pleadings," state law governs the substance of the demand requirement

  3. Rombach v. Chang

    355 F.3d 164 (2d Cir. 2004)   Cited 1,415 times   5 Legal Analyses
    Holding that complaint may establish scienter through facts showing that defendants "had both motive and opportunity to commit fraud"

  4. Joy v. North

    692 F.2d 880 (2d Cir. 1982)   Cited 492 times
    Holding that “only the most compelling reasons can justify the total foreclosure of public and professional scrutiny” to a court's “basis for the adjudication”

  5. Gentile v. Rossette

    906 A.2d 91 (Del. 2006)   Cited 195 times   27 Legal Analyses
    Holding that claim was direct when damages sought could only flow to minority shareholders

  6. Zapata Corp. v. Maldonado

    430 A.2d 779 (Del. 1981)   Cited 349 times   27 Legal Analyses
    Holding that limited discovery is appropriate with respect to "the independence and good faith of the committee and the bases supporting its conclusions"

  7. In re Eaton Vance Mut. Funds Fee Litigation

    380 F. Supp. 2d 222 (S.D.N.Y. 2005)   Cited 171 times
    Holding that 34(b), 36 and 48 do not provide for a private right of action

  8. Harhen v. Brown

    431 Mass. 838 (Mass. 2000)   Cited 115 times
    Holding that receipt of "usual and customary director's fees and benefits" does not render director interested

  9. Olmsted v. Pruco Life Ins. Co. of New Jersey

    283 F.3d 429 (2d Cir. 2002)   Cited 91 times   3 Legal Analyses
    Holding there is no private right of action to enforce ICA §§ 26(f) and 27(f)

  10. Fagin v. Gilmartin

    432 F.3d 276 (3d Cir. 2005)   Cited 81 times
    Determining demand requirements by reference to incorporation law under the "internal affairs" doctrine

  11. Rule 12 - Defenses and Objections: When and How Presented; Motion for Judgment on the Pleadings; Consolidating Motions; Waiving Defenses; Pretrial Hearing

    Fed. R. Civ. P. 12   Cited 354,229 times   943 Legal Analyses
    Granting the court discretion to exclude matters outside the pleadings presented to the court in defense of a motion to dismiss

  12. Rule 4 - Summons

    Fed. R. Civ. P. 4   Cited 71,368 times   127 Legal Analyses
    Holding that if defendant is not served within 90 days after the complaint is filed, the court—on a motion, or on its own following notice to the plaintiff—must dismiss the action without prejudice against that defendant or order that service be made by a certain time

  13. Section 156D:7.42 - Demand

    Mass. Gen. Laws ch. 156D § 7.42   Cited 27 times   2 Legal Analyses

    No shareholder may commence a derivative proceeding until: (1) a written demand has been made upon the corporation to take suitable action; and (2) 90 days have elapsed from the date the demand was made, or, if the decision whether to reject such demand has been duly submitted to a vote of the shareholders, not including the holders of those shares referred to in section 7.44(b)(3), within 60 days from the date when demand was made, 120 days have elapsed from the date the demand was made, unless

  14. Section 156D:7.44 - Dismissal

    Mass. Gen. Laws ch. 156D § 7.44   Cited 17 times   1 Legal Analyses
    Affording board option of refusing demand by vote of majority of independent directors

  15. Section 182:2B - Investment company trust; trustee

    Mass. Gen. Laws ch. 182 § 2B   Cited 8 times   1 Legal Analyses

    This section shall apply to a trust that is an investment company, as defined in the Investment Company Act or 1940, and that is registered thereunder with the United States Securities and Exchange Commission. A trustee of a trust who with respect to the trust is not an interested person, as defined in said Investment Company Act of 1940, shall be deemed to be independent and disinterested when making any determination or taking any action as a trustee. Mass. Gen. Laws ch. 182, § 2B

  16. Section 156D:7.43 - Stay of proceedings

    Mass. Gen. Laws ch. 156D § 7.43   Cited 3 times

    If the corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding for a period as the court considers appropriate. Mass. Gen. Laws ch. 156D, § 7.43 Added by Acts 2003, c. 127, § 17, eff. 7/1/2004.