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Case Citations [i] (Fall 2025)

handle is hein.ali/alicgv0104 and id is 1 raw text is: THE AMERICAN LAW INSTITUTE Fall 2025 Citations PRINCIPLES OF CORPORATE GOVERNANCE: ANALYSIS AND RECOMMENDATIONS PART VII. REMEDIES CHAPTER 1. THE DERIVATIVE ACTION § 7.01 Direct and Derivative Actions Distinguished Miss.2024. Quot. in case quot. in conc. and diss. op. Minority investor in a limited-liability company filed derivative claims on behalf of the company against individuals and entities involved in a joint venture with company, alleging that defendants blatantly and repeatedly violated various agreements between the parties and breached their fiduciary duties. The trial court granted defendants' motion to disqualify minority investor as a derivative plaintiff This court affirmed that portion of the decision and remanded, holding that minority investor lacked standing to maintain the derivative lawsuit, because she could not fairly and adequately represent the interests of the company under Mississippi law. A concurring and dissenting opinion cited the Principles of Corporate Governance: Analysis and Recommendations § 7.01 in arguing that the court's review of minority investor's standing as a derivative plaintiff should have been based on whether valid claims were asserted to redress an injury sustained by or to enforce a duty owed to the company, and not based on the derivative plaintiff s behavior, attitude, or intent to recover personal damages. Landrum v. Livingston Holdings, LLC, 396 So.3d 1026, 1054. CHAPTER 4. THE APPRAISAL REMEDY § 7.22 Standards for Determining Fair Value Va.App.2024. Subsec. (a) quot. in ftn., com. (e) quot. in sup. Beneficiary of family trusts sued two co- beneficiaries, seeking termination of the trusts and distribution of their assets; co-beneficiaries counterclaimed, seeking a declaration that the trust assets could be distributed on a non-pro-rata basis. Following a bench trial, the trial court ordered a pro-rata distribution of the trusts' assets, finding that COPYRIGHT C2025 By THE AMERICAN LAW INSTITUTE All rights reserved Printed in the United States of America For earlier citations, see the Appendices, Supplements, or Pocket Parts, if any, that correspond to the subject matter under examination.