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Robert Masters v. Avanir Pharmaceuticals Inc. et al

MEMORANDUM in Opposition to First MOTION for Preliminary Injunction re Enjoin shareholder vote Re: Avanir Pharmaceuticals, Inc... If this is

28 Cited authorities

  1. Winter v. Natural Res. Def. Council, Inc.

    555 U.S. 7 (2008)   Cited 16,944 times   68 Legal Analyses
    Holding that a plaintiff must establish "that he is likely to suffer irreparable harm"

  2. Ebay Inc. v. Mercexchange, L. L. C.

    547 U.S. 388 (2006)   Cited 3,833 times   130 Legal Analyses
    Holding that traditional four-factor test applies to injunctions against patent infringement

  3. Mazurek v. Armstrong

    520 U.S. 968 (1997)   Cited 3,385 times   2 Legal Analyses
    Holding that "a plaintiff's motion for preliminary injunctive relief has a "requirement for substantial proof is much higher" than a defendant's summary judgment motion

  4. TSC Industries, Inc. v. Northway, Inc.

    426 U.S. 438 (1976)   Cited 2,486 times   68 Legal Analyses
    Holding that materiality may be resolved at summary judgment "if the established omissions are so obviously important to an investor that reasonable minds cannot differ on the question of materiality"

  5. In re General Motors

    897 A.2d 162 (Del. 2006)   Cited 479 times   1 Legal Analyses
    Holding this Court may, when considering a motion to dismiss, take judicial notice of documents not subject to reasonable dispute

  6. Hoechst Diafoil Co. v. Nan Ya Plastics Corp.

    174 F.3d 411 (4th Cir. 1999)   Cited 315 times   3 Legal Analyses
    Holding that in predicting how a state's highest court would decide an undecided matter of state law, a federal court may seek guidance from all available resources, including other jurisdictions

  7. Lyondell Chemical Co. v. Ryan

    970 A.2d 235 (Del. 2009)   Cited 175 times   6 Legal Analyses
    Holding that to plead bad faith the plaintiff must well-plead that "the directors knew that they were not discharging their fiduciary obligations."

  8. Solomon v. Armstrong

    747 A.2d 1098 (Del. Ch. 1999)   Cited 136 times   1 Legal Analyses
    Finding that to the extent aspects of the process may have been flawed, if all shareholders are sufficiently informed about the details of the process and empowered to make an independent decision on the substantive terms of the transaction then the business judgment rule's presumptions must remain in effect

  9. Pfeffer v. Redstone v

    965 A.2d 676 (Del. 2009)   Cited 102 times   2 Legal Analyses
    Dismissing claim for breach of duty of loyalty against a director where "conclusory allegations" failed to give rise to inference that director failed to perform fiduciary duties

  10. Greenhouse v. MCG Capital Corp.

    392 F.3d 650 (4th Cir. 2004)   Cited 107 times
    Holding that securities fraud statute and regulation does not permit an investor to recover if he closed his eyes to relevant information

  11. Rule 65 - Injunctions and Restraining Orders

    Fed. R. Civ. P. 65   Cited 22,612 times   88 Legal Analyses
    Recognizing court's ability to enter emergency order with less than full adversary hearing and even, in appropriate circumstances, without notice

  12. Section 162 - Trade or business expenses

    26 U.S.C. § 162   Cited 3,616 times   180 Legal Analyses
    Denying deductions for illegal bribes, kickbacks, etc.

  13. Rule 23.1 - Derivative Actions

    Fed. R. Civ. P. 23.1   Cited 1,954 times   27 Legal Analyses
    Requiring only that the plaintiff allege demand futility "with particularity"

  14. Section 1.162-27 - Certain employee remuneration in excess of $1,000,000 not deductible for taxable years beginning on or after January 1, 1994, and for taxable years beginning prior to January 1, 2018

    26 C.F.R. § 1.162-27   Cited 13 times   2 Legal Analyses
    Defining the chief executive officer of a publicly-held corporation as an employee for tax purposes