To plead a claim for breach of fiduciary duty, a plaintiff must allege: In endorsing the private right of action under Section 36 a for shareholders of small business development companies, Congress relied upon the House Report accompanying the amendments.
The amount for which defendants are to be held liable will depend on the attempt, difficult but ineluctable, of seeking to find what would have been. Under Maryland law, demand is excused where the directors are "dominated and controlled" by persons alleged to be  guilty of the misconduct charged in the complaint.
All shareholders here were treated equally and could prevent disproportionate dilution by exercising their rights to purchase the newly issued shares.
Unlike the plaintiffs in these cases, Strougo has not alleged that he is a minority shareholder whose ownership interest was diluted disproportionately to that of majority shareholders.
City of White Plains, 57 F. Section 36 a formerly permitted suits only if they were based upon "gross misconduct or abuse of trust. These claims accordingly are derivative in nature as well, and consequently can only be brought by the Fund on behalf of all shareholders.
See Grill, F. Senate Report at 34, S. United States District Court, S.
The assertion that plaintiffs were injured as a result of the increased transaction costs and increased management fees that the Rights Offering brought about for the Fund is, on its face, a claim that all shareholders suffered because the Fund suffered by paying costs that it should not have had to pay.
The Fund is a non-diversified, closed-end investment company registered under the Investment Company Act of the "ICA" that invests almost exclusively in securities of Brazilian companies. Thus, he contends, the injury to shareholders is distinct from the injury to the corporation.
For example, in Lochhead v. Where the injury falls equally on all shareholders and no special relationship between the plaintiff and the defendant might create a duty other than that owed to the corporation, there is no direct cause of action in a shareholder. Strougo has alleged that precisely such a lack of independence led the directors to approve the Rights Offering to benefit Scudder, without regard to the consequences for the Fund.
As the Fund is a Maryland corporation, Maryland law governs whether demand is required and the conditions that will excuse demand. The appropriate inquiry is not "whether a plaintiff will ultimately prevail but whether the claimant is entitled to offer evidence to support the claims.
Strougo alleges that as a result of the "coercive" Rights Offering, plaintiff and the other shareholders of the Fund, as well as the Fund itself, suffered harm in the form of market and dilution damages. Kiernan, Jeremy Feigelson, Edward V. Strougo asserts that Scudder and each of the directors of the Fund breached their respective fiduciary duties of loyalty and due care as a result of the development and implementation of the Rights Offering.Pierce, Daniel Former chair of Scudder, Stevens & Clark, Inc., died peacefully on July 4th, in Maine.
Born in Boston on March 18,Mr. Pierce was the son of Roger and Ruth Eliot Pierce. billsimas.com () Robert STROUGO, on behalf of The BRAZIL FUND, INC., Plaintiff, v. SCUDDER, STEVENS & CLARK, INC. Scudder may also refer to: DWS Scudder (formerly Scudder, Stevens & Clark), the asset management subsidiary of Deutsche Bank; This page lists people with the surname Scudder.
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