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Anyone know the call in number--to hear the motions at 1:30pm?
thanks
marj--the case you mention shareholders--is a derivative suit...(Shareholder Deriv. Litig.,)
On the contrary, the principle absolutely applies here, because “as owners of the corporation, shareholders have an interest in recovering damages suffered by the corporation.” In re Intel Corp. Shareholder Deriv. Litig., supra
marj--"this Court follows the established rule that when the injury alleged is to the corporation, the cause of action accrues to the corporation, not the stockholders. Siderius, Inc. v. Sriberg, 16 Mass.App. 962, 452 N.E.2d 259 (1983)"
Continental Ill. Nat. Bank & Trust Co. v. Stanley, 585 F. Supp. 1385 - Dist. Court, ND Illinois 1984
marj--"Generally, corporations have an existence separate and distinct from that of their shareholders (Billy v Consolidated Mach. Tool Corp., 51 N.Y.2d 152), and an individual shareholder cannot secure a personal recovery for an alleged wrong done to a corporation"
New Castle Siding Co., Inc. v. Wolfson, 97 AD 2d 501 - NY: Appellate Div., 2nd Dept. 1983
marj--"The law is clear that only a corporation and not its shareholders, not even a sole shareholder, can complain of an injury sustained by, or a wrong done to, the corporation."
United States v. Palmer, 578 F. 2d 144 - Court of Appeals, 5th Circuit 1978
marj: "Shareholders Do Not Have Standing To Bring an
Individual Action Against Third Parties Who Have
Damaged the Corporation".
Apart from the context of a derivative action, can a shareholder in a corporation sue individually for wrongful acts committed against the corporation by third parties? The general rule of corporate law states that a shareholder cannot attain standing for such a suit.' This rule is grounded on the theory that
all shareholders should incur loss from third party wrongdoing in proportion to the amount of shares he or she holds, and likewise should proportionately benefit when the corporate entity wins an action.2 In addition, courts are fearful that if this rule were not in force, then there would be a multiplicity of individual shareholder suits.' (reasoning applies to fraud as well)
This applies even in cases of fraud:
Adair v. Wozniak, 23 Ohio St. 3d 174, 492 N.E.2d 426 (1986). As a result of the bankruptcy, plaintiffs brought an action alleging that the defendants had:
***conspired to defraud the corporation of its personal property. The Summit County Court of Common Pleas found that the plaintiffs did not have standing to sue individually and granted the defendants' motions for summary judgment.***
The lack of privity with the third party wrongdoer was the reason the Adair majority did not grant standing to the plaintiffs. The facts revealed that all the plaintiffs, except Mr. Houk, had guaranteed loans to the corporation at one time or another." These loans were separate from the transactions between the defendants and the corporation.52 Thus, when the corporation went bankrupt, the plaintiffs lost money on their loans, but the majority found that "... the injuries allegedly suffered by plaintiffs are not based on any independent contractual relationship plaintiffs had with defendants."
link: https://ideaexchange.uakron.edu/cgi/viewcontent.cgi?referer=&httpsredir=1&article=1740&context=akronlawreview
bye zip, kiwi and rest of nice posters...
8
jas-y don't u give your email to help marj next time?
boy, the board has deteriorated w/ the new "leaders" here.
Such ad hominem attacks and conspiracies....
I'll help your conspiracy jas--and leave the board-to prove you caught me red handed and you ousted me.
gl all--hope the new leaders on the board will provide balanced legal advise.
alb
8
zip-24 is problem-singer top att, top lawfirm got slaughtered--arguing mostly 2 pop. to distinguish mori.
60 is favorable for us--24is the major hurdle!
eie
kiwi-ty-you are one of few that gets the challenge here...and is a mench!
eie
con-can't argue w/ your legal expertise...alb
ns--you're hurting your cause--singer was confident as well and got his clock cleaned....
standing by a fringe investor group w/o support of co is a gigantic challenge---must prep and be ready for agenda j. playing hardball.
I comment no more.
you'll see....infringement is the likely chance for amrn
eie
marj-singer got destroyed-and he had the law. trying to prep you, what the agenda driven j. and lawyers will undoubtedly throw at you.
you sound too confident--the panel will try its best to give you the singer treatment...
j. doen't want to overturn decision based on small group of investors---you must have answers to questions between and behind the law.
i see you don't like my "skepticism" --so i won't dent your confidence any more.
gl
eie
does anyone know if Alex D. answered captbeer letter? And if a follow up call was placed to him?
eie
capt-did Alex respond to your ltr? if not perhaps a call is recommended impart the urgency of joining r.60 for standing matter---which is tenuous at best.
eie
marj--not enough! must be legitimate argument! just b/c co. won/t argue an irrational argument doesn't make it inadequate representation.
need stronger answer imo
def argue:"kool aid" fraud "conspiracy",not included in prong #1--
how will you prove its legitimate b/e getting into rule 60?
bhatt's paper is easier--could just mention it--since its in the journal
marj-be prepared: def. will claim amrn co. represents ALL SHAREHOLDERS--hence by definition interests are inadequately represented.
not saying its correct---but def. and judge will try to use argument---you should have a bullet answer back...
just saying jt refused r. 60---might not be enough....b/c that "was co. professional determination"....
gl
eie
ns--judge has right to rule on mag. but once j. grants hearing--it must be fair...w/o predisposed decision.
eie
ns-b/c j. granted hickma a "hearing"-which now turns out to be a farce b/c he already declared in public --that any open cases he'll rule with magistrate...
eie
ns-j. opening himself for removal for unfairness/bias....
eie
capt-did Alex respond to your ltr to join r. 60? If not perhaps you or marj should call him directly and explain to him the URGENCY, for standing purposes that amrn join/intervene!
eie
gg/ns-If he said such--it bodes v. well for Amarin!
eie
gg-it's very odd for a j. to commit to follow (even a few) magistrate's opinion in cases still open! as you quote:
"For outstanding referrals to Magistrate Judges, of which there are nearly none, I will adopt whatever they have recommended."
Good find--but opening himself to judicial complaint from hickma--and sign of bias/unfairness.
eie
NS-how could a sitting judge signal "he'll follow magistrate's recommendations"--regarding any open case??
If he did its gr8 news for motion to dismiss...just hard to believe.
eie
ns--hard to believe interview is authentic. J. wouldn't risk his reputation signaling his decision--makes no sense.
If interview authentic--good sign for amrn.
eie
tke--revenue not enough--profit is king...until infring. j. andrew rules action not dismissed, and then a settlement or a win---
sp is not rising significantly...china approval is small royalty revenue relatively.
eie
how did CAFE treat singer? you also agreed du worked backwards...you're falsely depicting the coa to be angels....
eie
btw: rosy pred: amrn will win infring case=sp 20's
mark the post!
eie
cad-? would i help marj's efforts einstein? pressure jt to join r 60?
eie
lemm-if i was gleeful i would never give marj personal info/email...i try to have sense of humor.... AND
temper over top enthusiasm....i tried in the past --then too i was called a jerk (like golf calls me now)
eie
but guess what? she didn't--same w/ coa--they won't give time of day to investor gr w and surely w/o amrn backing/
truth hurts...sorry
eie
Heard same rosy hope:IF du applies facts to law....
marj quote (same) cases over and over---coa will work backwards to get result they wish...like du!
eie
cadd-? you only like to hear rosy predictions...sorry you'll seewhat the coa will do to investors w/o underlying co support.
eie....
golf-"you can't handle the truth"--as tom cruise said....i warned the board to hedge du' opinion---bot 0 listened.
i am trying to lower board's expectations w/ r. 24/60 but again....no one listens.
irrational hope--you all think marj is better than singer?
Singer got his lunch handed to him by coa---w/ amrn backing....wait and see what coa does to investors w/out the co.!!!!
eie
lemm-i hope your md practise is as good as your sense of humor ...
eie
zip-sorry to say you're fantasizing...mang. scared of liability...
eie
coa didn't give Singer time of day-w/ backing of amrn--don't be disappointed how they treat you w/ out amrn backing...
to every case there is a way out for coa--and they don't even need to write an opinion --as we all know!
but gl!
btw: you are starting to sound like moewza :>) scary....
eie
marj-time will tell..coa will deny standing unfortunately...and if necessary allow def to reply in full...