Palm Desert, CA
Business Lawyer at Palm Desert, CA
Practice Areas: Business, Real Estate, Estate Planning
OUTCOME: Judgment entered in favor of defendants on motion to dismiss shareholder plaintiff's claim for lack of standing.
Successfully represented mutual benefit non-profit corporation in shareholder derivative suit involving the purchase of a beach front mobile home park.
OUTCOME: Judgment for corporation after remand.
Alleged co-founder of corporation brought shareholder derivative and direct action against corporation and directors alleging “conspiracy to defraud,” breach of fiduciary duties, constructive trust, an ... d unfair business practices, and for declaratory and injunctive relief. The Superior Court, Orange County, David A. Thompson, J., sustained demurrer without leave to amend. Co-founder appealed. The Court of Appeal, held that: (1) on issue of first impression, corporation could not demur to derivative constructive trust cause of action on merits; but (2) corporation could demur based on lack of standing; but (3) on issue of first impression, co-founder's alleged community property interest in corporation's stock made her an alleged beneficial shareholder; and (4) alleged misrepresentations did not cause co-founder's alleged injury from directors' actions. On remand, the trial court determined that alleged co-founder did not have a community property interest in the stock of the corporation and thus lacked standing to bring derivative claims against directors of the corporation.
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