issues such a dismissal, state law governs the preclusive
Quite apart from the circumstance that our construction of section 50-e(4) in Walker was expressly preclusive
of such an equivalence, Woodson, which never purported to impair Walker's validity, does not by its terms allow it either.
In general, these challenges tend to come in one of three flavors: (1) breach of duty of care by the target company's directors, generally based on failure to obtain adequate deal value, insufficient shopping of the acquired company, or improper agreement to preclusive
deal terms, such as too high a termination or break-up fee, (2) breach of duty of loyalty by the target company's directors, based on a claim the directors had a conflict of interest in approving the transaction, or (3) lack of adequate disclosure in the SEC filings related to the transaction, such as regarding the methodology used in the fairness opinion or failure to provide adequate information about projected future performance.
In short, the question whether a statute intrudes on the Executive's exclusive, preclusive
Article II authority must be confronted directly through careful analysis of Article II--not answered by backdoor use of the political question doctrine, which may sub silentio expand executive power in an indirect, haphazard, and unprincipled manner.
On March 19, 2010, the ninth circuit in its published opinion found that the district court erred in refusing to give preclusive
effect to any of the Texas probate court's jury findings, factual findings or legal conclusions, and did not have authority to arrive at opposite findings on the same legal and factual questions.
Over the years, Geoff has explored numerous aspects of procedural history: royal use of writs in twelfth-century England; interpleader in the seventeenth through nineteenth centuries; reliance on juries by courts of equity prior to 1791; the preclusive
effects of decrees in various types of representative suits from the seventeenth to twentieth centuries; and seventeenth- through nineteenth-century views of attorney-client privilege, to name a few.
The first principle is that the law is supreme over officials of the government as well as private individuals and thereby preclusive
of the influence of arbitrary and political power.
and its board and concluding years of deliberation at both the Delaware Court of Chancery and Supreme Court levels over whether a hastily pursued derivative suit should have a preclusive
effect against more diligent plaintiffs.
We believe there is sufficient cause to suggest pivotal components of the board's process were flawed and potentially preclusive
to a fulsome assessment and understanding of Aviragen's value as a target.
Some of them are direct and concrete, such as improper awards of fees and costs and confusion over preclusive
effect, which will be discussed in Section A.
Collateral estoppel has three elements that must be satisfied before it can be properly applied; however, if applicable, it has a preclusive
effect on issues "actually litigated" in prior proceedings.
can be underinclusive (by allowing some preclusive
lockups to be