S-21-0547, Tegra Corporation, individually and on behalf of Lite-Form Technologies, L.L.C. (Appellant) v. Patrick E. Boeshart, Sandra Boeshart, Boeshart Management Company, L.L.C., and Pat Boeshart Construction, L.L.C. (Appellees/Cross-Appellants)
Appeal from the District Court of Dakota County, Judge Bryan Meismer
Attorneys: Mathew T. Watson (McGill, Gotsdiner, Workman, & Lepp, PC, LLO) for Appellant and Scott D. Jochim (Crocker Huck Law Firm) for Appellee.
Civil: Corporate derivative action; enforcement of a Special Litigation Committee (SLC) determination
Proceedings below: This appeal arises out of the district court’s modified acceptance and enforcement the SLC’s determination.
Issues: Appellant argues that the district court erred in: 1) concluding the SLC met its burden of establishing its investigation was conducted and recommendation was made independently, in good faith, and with reasonable care as required by Neb. Rev. Stat. §21-168; 2) concluding the SLC satisfied its burden of establishing it was independent as required by §21-168; 3) determining the SLC made a determination of settlement permitted by §21-168 and in not accepting that determination despite finding aspects of it were not permitted by statute and possess the appearance of impropriety; 4) excising aspects of the SLC’s determination that it found improper and in substituting mediation in an effort to remedy the impropriety, neither of which are permitted by §21-168; 5) deferring to the determination of an SLC that was acting in a mere advisory capacity and without the delegated power to exclusively and conclusively determine whether pursing the derivative action was in the best interests of Lite-Form Tech; 6) failing to apply the correct standard of review under §21-168, failing to impose the burden upon the SLC to satisfy the §21-168 requirements, and in failing to address whether the SLC satisfied certain §21-168 requirements, including the requirement that the SLC conduct its investigation and make its recommendation with reasonable care; and 7) affording the SLC an opportunity to make a second determination under §21-168.
Issues on Cross-Appeal: Cross-Appellant argues the district court erred in failing to enforce the entirety of the SLC’s recommendations after accepting its determination.