For Your Data Seinfeld V. Bartz Illustration Brief
May 01, 2015
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Seinfeld v. Bartz case brief summary
2002 WL 243597 (N.D. Cal.)
CASE FACTS
The shareholder asserted that the Black-Scholes valuations of the selection granted to the exterior directors were omitted fabric facts.
DISCUSSION
CONCLUSION
Defendants' motility to flame was granted, as well as the shareholder's electrical load was dismissed, amongst prejudice, inwards its entirety.
Recommended Supplements for Corporations as well as Business Associations Law
2002 WL 243597 (N.D. Cal.)
CASE SYNOPSIS
Plaintiff shareholder brought a derivative activeness against defendants, the fellowship as well as its directors. The shareholder alleged that defendants acted negligently inwards preparing their arguing to solicit proxies to vote inwards favor of an amendment. Defendants moved to dismiss.CASE FACTS
The shareholder asserted that the Black-Scholes valuations of the selection granted to the exterior directors were omitted fabric facts.
DISCUSSION
- However, based on persuasive illustration police line presented past times defendants, as well as the lack of convincing rebuttal past times the shareholder, the courtroom ruled that, equally a affair of law, Black-Scholes valuations were non fabric for purposes of SEC R. 14a-9 analysis.
- Because omissions must hold upwardly fabric inwards social club to hold upwardly actionable, as well as Black-Scholes valuations were non material, it was clear that the shareholder could non accept alleged whatever facts that would accept allowed him to position down a claim nether that theory.
- Additionally, the shareholder alleged that the proxy arguing was misleading because it failed to give away all federal taxation consequences when it described the options' federal income taxation consequences.
- However, no police line or regulation required defendants to include the potential handling of the selection granted nether the federal estate tax, gift tax, or generation-skipping transfer tax.
- Stating that an deed had no federal income taxation consequences did non imply that the deed had absolutely no federal taxation consequences whatsoever.
- The shareholder hence failed to position down a claim.
CONCLUSION
Defendants' motility to flame was granted, as well as the shareholder's electrical load was dismissed, amongst prejudice, inwards its entirety.
Recommended Supplements for Corporations as well as Business Associations Law