Article 2.16(b), Paul:
In the absence of fraud in the transaction, the judgment of the board of directors or the shareholders or the party or parties approving the plan of conversion or the plan of merger, as the case may be, as to the value and sufficiency of the consideration received for shares shall be conclusive.
If I recall correctly, I was the board of directors. I made a judgment call in support of the shareholders. I approved a plan of conversion entitling Mr. Chavarria to shares. Mr. Chavarria provided consideration. You'll eventually learn about the compensation, I'm not spelling it out for Mr. Ribotsky's lawyers. Let them continue to ass/u/me based on whatever tales you conveyed to them with your fertile imagination.
Besides, you fail to understand that a judgment is conclusive. Why don't you, Marshal, Corey, and your gang just go file something to overturn the judgments in the Courts that issued them. You fail to understand that the judgments are binding on the corporation. Even if the notes themselves weren't binding, the filing in Court triggered deadlines. You received service of the documents, all you needed to do was hire a joe blow attorney within 30 days of the filing to strike the judgments off. You didn't. Now you submit anonymous letters to the Court.
And Corey never busted a grape either instead trying to have one court declare the judgment issued by another court illegal.
I don't think anyone read the abstention doctrines of the federal courts, not even Chavarria. I'll probably be withdrawing my intervention motion in New York and filing my own claims in Texas, whether in federal court or in bankruptcy court. If the bankruptcy doesn't go through, and I'm kind of neutral on it at this point because I think Mssrs. Maydak and Banks are wrong in thinking funds could be recovered, I'll toss you about for fraud and I think mAjOr mentioned today a False Claims Act cause of action that allows me to sue on behalf of the United States for all that missing excise tax you collected on the $30 Million in long distance but retained.
If Maydak or Marco don't come through and you try to defraud shareholders again while Ribotsky prints shares he knows are dervied from a total fraud, I'll be there waiting for that moment. You might consider the program that Mr. Schictman and you concocted knows as the "dish served cold" whereby you planned on giving your fraudulent enterprise to Ribotsky without him knowing. He might end up with Netco if he succeeds, which is fine with me -- as someone needs to pay my salary and you won't. I know that after you see the pleading I have for you that outlines the forgeries and the false press releases and the invoices from Businesswire -- and affidavits from Pacheco about what he was paid and by who, you won't even think of stealing from innocent shareholders again. Ribotsky can run Netco because no-one else will. He can issue his own shares.
I don't have any qualms with Ribotsky. My problem is with you. You duped me into becoming an officer of a criminal scheme and then concealed the operations (or lack thereof) of the business from me. You forged my name. You failed to pay me. You opened an account at Red Sea Management in my name without my authorization as you did for Pacheco. When I showed that share register to Pacheco showing how he has one share in an account you made, he came around and dropped the dime on you.
Texas Securities Board -- I received a call from them. I turned a plethora of documents over.
Good riddens, Paul.
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The abstention doctrine (or doctrines), is a doctrine of federalism based on the recognition that, "[s]ince the beginning of this country's history Congress has, subject to few exceptions, manifested a desire to permit state courts to try state cases free from interference by federal courts." Younger v. Harris, 401 U.S. 37, 43 (1971).
I. Younger Abstention
There are two basic types of abstention. The first, based on the U.S. Supreme Court's decision in Younger v. Harris, can be termed a "nonintervention doctrine." The basic principle is that federal courts may not enjoin pending state court criminal proceedings except in extraordinary circumstances. In ordinary cases, federal courts must dismiss a state criminal defendant's challenge to the constitutionality of the law he is charged with violating, even if the procedural requirements for filing the suit are otherwise met. The court based this principle on traditional doctrines of equity, which prevent courts from granting equitable relief (e.g. an injunction) if the person seeking the relief has an adequate remedy at law, and will not suffer irreparable harm if the injunction is denied. Accordingly, Younger abstention requires federal courts refrain from intervening in state criminal proceedings if the state criminal defendant is able to raise the unconstitutionality of the statute he is charged with violating as a defence in the state proceedings.
As currently understood, Younger abstention will apply if (1) state proceedings are pending, (2) " important state interests" are implicated, and (3) the plaintiff1 has an adequate opportunity to litigate his federal claims in the state proceedings. E.g. H.C. ex rel Gordon v. Koppel, 203 F.3d 610, 613 (9th Cir. 2000).
There are certain exceptions to the Younger abstention doctrine. True to the equitable roots of the doctrine, it will not apply if the threat of irreparable injury to the plaintiff is "both great and immediate" and "cannot be eliminated by his defense against a single criminal prosecution." Younger, 401 U.S., at 44.
While it was first applied to criminal cases, the Supreme Court extended the application of the Younger doctrine to include civil nuisance actions in Huffman v. Pursue, Ltd., 420 U.S. 592 (1975). The Court in Huffman extended the doctrine to include state "quasi-criminal" proceedings, which are "both in aid of and closely related to criminal statutes." The Court later further extended the doctrine to apply to purely civil proceedings in which the State was a party. Under the Court's holding in Trainor v. Hernandez, 431 U.S. 434 (1977), "the principles of Younger and Huffman are broad enough to apply to interference by a federal court with an ongoing civil enforcement action such as this, brought by the State in its sovereign capacity." The flipside of Hernandez is that federal courts do not have to abstain if the state is not acting in a sovereign capacity seeking to enforce a state programme, unless there is a substantial state interest at stake.
The Supreme Court has extended Younger abstention further still, to include civil cases in which the State is not a party, but important state interests are a stake. For example, in Juidice v. Vail, 430 U.S. 327 (1970), the Court held that the integrity of the State's contempt procedures was a sufficiently substantial interest to prevent federal interference. Some state administrative proceedings, such as attorney disciplinary proceedings, have also been held subject to Younger abstention. Middlesex County Ethics Comm. v. Garden State Bar Ass'n, 457 U.S. 423 (1982). While the Court held Hawaii Housing Authority v. Midkiff, 467 U.S. 229 (1984) that Younger did not apply to state administrative proceedings expressly declared by state law not to be connected with the state judicial system, it apparently reversed course two years later in Ohio Civil Rights Comm'n v. Dayton Christian School, 477 U.S. 619 (1986), in which it held that abstention is required in administrative proceedings unconnected with the state judicial system if "important state interests are vindicated, so long as in the course of those proceedings the federal plaintiff would have had a full and fair opportunity to litigate his constitutional claim," thus applying to state administrative proceedings to about the same extent as to state judicial proceedings2.
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