April 4, 2011
Authored by: Bryan Cave
Tom Richey’s annual survey of decisions on Georgia corporate and business organization issues handed down during 2010 by the state and federal courts is available. This survey covers the legal principles that govern Georgia businesses and their ownership. It catalogs decisions regarding points of corporate, partnership and limited liability company law, as well as addressing transactions and litigation involving those organizations, their management and investors. 2010’s decisions cover an array of issues, including the Georgia Supreme Court’s ground-breaking decision on shareholder holding claims; the duties and liabilities of corporate officers and directors; buy-sell agreement disputes; the valuation of key employee restricted stock units; statutory redemptions of professional corporation stock; partnership and LLC deadlock and judicial dissolution proceedings; exclusions in director and officer liability insurance policies; the effect of reinstatement of an administratively dissolved corporation on unasserted claims; Georgia’s Sale of Business Opportunities Act; the nondischargeability of breach of fiduciary duty claims; FDIC receivership administrative claims procedures; deepening insolvency and duties to creditors under Georgia law, and much more. Also included this year are selected 2010 decisions from the Georgia Business Court.
This is Tom Richey’s sixth annual survey of Georgia corporate and business organization case law developments. Mr. Richey is a Partner in Bryan Cave’s Securities Litigation and Enforcement Practice Group.