Justia U.S. 8th Circuit Court of Appeals Opinion SummariesArticles Posted in Corporate Compliance
Yeransian v. B. Riley & Co., LLC
Aspen agreed to pay FBR, an investment banking firm, 1.25 percent of the aggregate consideration paid to Aspen’s shareholders in the event of an acquisition or merger. Markel subsequently became the parent of Aspen and agreed to pay Aspen shareholders $135,700,000 in cash plus additional compensation based on the future value of Aspen’s business. FBR provided a fairness opinion and received 1.25 percent of the cash consideration. Aspen shareholders obtained “contingent value rights” to the additional compensation (CVR Holders) and challenged Markel’s valuation of the CVRs. The Delaware District Court has not yet issued a valuation opinion. FBR indicated its intent to claim 1.25 percent of the additional compensation.The CVR Holders sought a declaratory judgment that FBR is not entitled to further payment. FBR removed to the District of Nebraska, which dismissed the action because the CVR Holders failed to establish Article III standing. The Eighth Circuit affirmed. While the Holders' contract-based claims to a share of the additional compensation may be a legally protected interest, they have not suffered an injury that is concrete and particularized and actual or imminent. The final amount of the additional compensation has not been determined; no payments have been made. The Holders' only injury in fact is not fairly attributable to FBR asserting a competing claim, and cannot be redressed at this time by the judicial decision they seek. The additional compensation will be paid by Markel, a non-party. View "Yeransian v. B. Riley & Co., LLC" on Justia Law
Schlafly v. Eagle Forum
Plaintiff, a member of the Board of Directors of Eagle Forum, filed suit against Eagle Forum and others, alleging violations of the organization's bylaws and breach of fiduciary duties in connection with the organization's attempt to remove plaintiff and others from the Board.The Eighth Circuit held that plaintiff waived the Bylaws claim set forth in his original complaint; the district court did not err in dismissing plaintiff's claim that Eagle Forum violated Illinois law by not permitting proxy voting; the district court acted within the scope of its "informed discretion" by awarding attorneys' fees by relying on its inherent power, because Federal Rule of Civil Procedure 11 was not "up to the task" in this situation; the district court did not abuse its discretion in awarding attorney's fees to Eagle Forum under its inherent power as a sanction against plaintiff for acting in bad faith; the district court provided a reasoned basis for its award of $9,851.25 in attorneys' fees to Eagle Forum by relying on and analyzing the invoice submitted by Eagle Forum. View "Schlafly v. Eagle Forum" on Justia Law
United States v. DNRB, Inc.
The Eighth Circuit affirmed DNRB's conviction of a Class B misdemeanor for willfully violating two safety regulations and causing an employee's death. The court held that, because the employee was not connected to an anchorage point before he fell, there was sufficient evidence that DNRB violated 29 C.F.R. 1926.760(a)(l) and (b)(1); sufficient evidence supported the district court's finding of willful violation by the company; and the factual findings were sufficient to support a conclusion that DNRB's failure to comply with the safety standards caused the employee's death. The court rejected DNRB's challenges to other-acts evidence and FRE 404(b) evidence; the district court considered and applied the 18 U.S.C. 3553(a) factors before imposing a $500,000 fine; and the district court could impose the maximum fine allowed by law even though it recognized the likelihood DNRB, which had ceased operations, might not be able to pay. View "United States v. DNRB, Inc." on Justia Law
Beacom v. Oracle America, Inc.
Plaintiff filed suit under Sarbanes-Oxley, 18 U.S.C. 1514A(a)(1)(C), and Dodd-Frank, 15 U.S.C. 78u-6(h)(1)(A)(iii), after Oracle terminated his employment in retaliation for reporting that Oracle was falsely projecting sales revenues. The district court granted summary judgment to Oracle. The court joined the Second, Third, and Sixth Circuits and adopted the "reasonable belief" standard in Sylvester v. Parexel Int’l LLC standard, rejecting Platone v. FLYI, Inc.'s "definite and specific" standard, in determining that the employee must simply prove that a reasonable person in the same factual circumstances with the same training and experience would believe that the employer violated securities laws. Under the Sylvester standard, the court concluded that plaintiff's belief that Oracle was defrauding its investors was objectively unreasonable where missed projections by no more than $10 million are minor discrepancies to a company that annually generates billions of dollars. The court also concluded that plaintiff's claim under Dodd-Frank fails because he did not make a disclosure protected under Sarbanes-Oxley. Accordingly, the court affirmed the judgment. View "Beacom v. Oracle America, Inc." on Justia Law
Seidl v. Am. Century Co., Inc
American Century, a mutual fund, offers investment portfolios, including Ultra Fund. Ultra Fund invested in PartyGaming, a Gibraltar company that facilitated internet gambling. In 2005, PartyGaming made an initial public offering of its stock, which was listed on the London Stock Exchange. In its prospectus, PartyGaming noted that the legality of online gaming was uncertain in several countries, including the U.S.; 87 percent of its revenue came from U.S. customers. PartyGaming acknowledged that “action by US authorities … prohibiting or restricting PartyGaming from offering online gaming in the US . . . could result in investors losing all or a very substantial part of their investment.” Ultra Fund purchased shares in PartyGaming totaling over $81 million. In 2006, following increased government enforcement against illegal internet gambling, the stock price dropped. Ultra Fund divested itself of PartyGaming, losing $16 million. Seidl, a shareholder, claimed negligence, waste, and breach of fiduciary duty against American Century. The company refused her demand to bring an action. Seidl brought a shareholder’s derivative action. The Eighth Circuit affirmed summary judgment for the defendants, concluding that Seidl could not bring suit where the company had declined to do so in a valid exercise of business judgment. The litigation committee adopted a reasonable methodology in conducting its investigation and reaching its conclusion. View "Seidl v. Am. Century Co., Inc" on Justia Law
Nutt v. Osceola Therapy & Living Cntr., Inc.
Kevin and Lisa Nutt worked at Osceola Nursing Home. Funds were withheld from their paychecks as “pre-tax insurance.” After Kevin was injured, they learned that Osceola had not paid premiums. Their policy had lapsed; the Nutts owed $233,000 for medical services. The insurer told Lisa that it could reinstate the policy and pay the bills if Osceola made the delinquent premium payments. Osceola did not do so. Osceola then entered into a contract with Cooper, who specialized in turning around financially troubled nursing homes. Cooper’s company, Berryville, ultimately took title to the property. Before the closing, Cooper could assume management under a temporary lease. Cooper assigned this lease to OTLC, created for the project and owned by Hargis. Though OTLC was independent, Hargis regularly worked with Cooper in nursing-home ventures. OTLC operated the facility for Cooper and Berryville for three years. Nutt told Hargis about the outstanding bills. Days later, OTLC fired both Lisa and Kevin. They sued. The court entered default judgment against Osceola under the Employee Retirement Income Security Act, 29 U.S.C. 1001; found that they could not provide adequate relief; and, on a theory of successor liability, held OTLC liable. The Eighth Circuit reversed, stating that if successor liability required only subsequent operation, it would discourage the free transfer of assets to their most valuable uses. OTLC was not a party to the unlawful practices of Osceola and operated without significant connection to the culpable parties. View "Nutt v. Osceola Therapy & Living Cntr., Inc." on Justia Law
H & Q Props, Inc. v. Doll
H & Q and the Doll Companies owned membership units of Double D Excavating, LLC. The Doll Companies opened account 121224 in the name of "Double D Excavating" and deposited a check payable to the LLC and opened account 119992 in the name of David Doll. The Doll Companies deposited into Account 121224 multiple payments that LLC customers made to the LLC and then transferred funds from Account 121224 to Account 119992, commingled funds from Account 119992 with funds belonging to the Doll Companies, and used those funds to pay Doll Companies' expenses. H&Q claims that the Doll Companies failed to give notice or obtain consent for any of those activities and represented to H&Q that the LLC was struggling financially and needed additional financial assistance. The Doll Companies contributed a portion of the funds from Account 119992 back to the LLC and, according to H&Q, represented to H&Q that these were fresh capital contributions. H&Q also invested additional capital. After discovering the Doll Companies' alleged conduct, H&Q filed suit asserting state law claims and claims under the Racketeer Influenced and Corrupt Organizations Act, 18 U.S.C. 1961. The Eighth Circuit affirmed dismissal, agreeing that the complaint did not sufficiently allege any racketeering activity. View "H & Q Props, Inc. v. Doll" on Justia Law
Robl Constr., Inc. v. Homoly
Robl and Homoly formed the Company to develop real estate. Robl held a 60% share and Homoly held 40%. Steve Robl was the tax matters partner; his wife, accountant Vera Robl, assisted with financial records; Homoly was a project manager. From 2006-2011, the Company operated at a loss. Robl periodically advanced money. The operating agreement required the consent of both members before “creation of any obligation or commitment of the Company, including the borrowing of funds, in excess of $10,000; [and] . . . . Any act which would cause a Member, absent such Member’s written consent, to become personally liable for any debt or obligation of the Company.” Vera notified Homoly that the Company needed “to make a capital call or increase loans on existing inventory,” that Robl had “put in $71,500 so if you go the route of capital call, your share to get caught up would be $47,666.” Homoly responded, “I would prefer the money from Robl to be considered a loan ... If Steve would rather me put in a capital call, however, I will … write the check.” In 2011, Robl sued for breach of contract, seeking $172,617.61. The district court entered summary judgment, finding that Homoly did not personally guarantee any loan. The Eighth Circuit reversed. The record showed that the parties genuinely dispute whether Homoly authorized Robl’s loan and personally guaranteed repayment. View "Robl Constr., Inc. v. Homoly" on Justia Law
Menard, Inc. v. Clauff
Menard operated a store in a building subleased from Wal-Mart. In 2006, Menard entered into a Purchase Agreement (PA) with Dial; Clauff signed as a managing member of Dial. Menard planned to build a store and wanted to be relieved of its obligations under the sublease. Menard and Dial agreed that Dial would assume responsibility for the sublease after Menard opened its new store. With Wal-Mart’s consent, DKC (Chauff's other LLC) and Menard executed an Assignment. Clauff purported to sign as a member of DKC. DKC did not file Articles of Organization until later. Clauff and Menard claim, but neither provided evidence, that DKC adopted the Assignment after the company formed. Menard remained secondarily liable. Menard opened its new store in 2008. When the Sublease expired in 2011, Wal-Mart was owed more than $700,000. Menard paid $350,000 and sued Dial, DKC, and Clauff. The district court granted summary judgment, finding Clauff liable under Nebraska Revised Statute 21-2635: "[a]ll persons who assume to act as a limited liability company without authority to do so shall be jointly and severally liable for all debts and liabilities of the company." The Eighth Circuit reversed for determination of whether common law or section 21-2635 preclude Clauff's argument that his liability may be avoided because DKC adopted the contract and commenced performance. View "Menard, Inc. v. Clauff" on Justia Law
Ritchie Capital Mgmt., LLC v. Stoebner
Petters purported to purchase and resell electronics. His operations were a Ponzi scheme. In 2005, Petters purchased Polaroid and become Chairman of Polaroid’s board of directors. Polaroid continued to engage in legitimate business. Petters took several million dollars from Polaroid. In 2007-2008, Petters’s companies, including Polaroid, experienced major financial difficulty. Ritchie made short term loans of more than $150 million, with annual interest rates of 80 to 362.1%. Polaroid was not a signatory, although some proceeds were used to repay a Polaroid debt. When the loans were past due, Ritchie demanded collateral. Petters executed a Trademark Security Agreement (TSA) giving Ritchie liens on Polaroid trademarks. Polaroid’s CEO objected to the TSA as impeding Polaroid’s ability to raise needed capital. The TSA did allow Polaroid to grant first-priority trademark liens to secure $75 million in working capital. After the FBI raid, which resulted in Petters’s convictions for mail fraud, wire fraud, and money laundering, and sentence of 50 years in prison, Ritchie accelerated all of the loans. Polaroid filed for bankruptcy and challenged the TSA as an actual fraudulent transfer under federal and Minnesota bankruptcy law, citing the “Ponzi scheme presumption.” The bankruptcy court presumed Petters executed the liens with fraudulent intent, found Ritchie had not received them in good faith and for value, and granted summary judgment. The district court upheld the admission of expert testimony and application of the Ponzi scheme presumption. The Eighth Circuit affirmed. View "Ritchie Capital Mgmt., LLC v. Stoebner" on Justia Law