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CNO shareholder loses appeal

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A Marion County court didn’t err when it granted insurance holding company CNO board of directors members’ motion to dismiss a shareholder’s lawsuit for failure to make pre-suit demand, the Indiana Court of Appeals concluded.

In 2010, William Carter filed a purported shareholder derivative action against the defendants, who are current and former CNO directors and officers. He did not make a demand on the board of directors before filing the complaint. Carter alleged that these members breached their fiduciary and good faith duties and other claims because they were aware or should have been aware of problems with CNO’s long-term care business segment.

Both the trial court and Court of Appeals looked to Delaware law to decide whether to grant the defendants’ motion to dismiss because CNO is a Delaware corporation. The trial court granted the motion, finding Carter didn’t allege claims showing that pre-suit demand on the board of directors was futile, as required by Delaware Chancery Court Rule 23.1. The Court of Appeals agreed.

“We conclude that Carter has not alleged particularized facts to show that the Director Defendants face a substantial likelihood of liability for the conduct described in the Amended Complaint, nor has he alleged particularized facts to show that the Director Defendants breached their duties of good faith and loyalty,” Judge Edward Najam wrote in William T. Carter, derivatively on behalf of CNO Financial Group, Inc. v. R. Glenn Hilliard, et al., 49A02-1106-PL-582. “Therefore, Carter has not shown under Delaware law that pre-suit demand on the Board would have been futile.”

 

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  1. Someone off their meds? C'mon John, it is called the politics of Empire. Get with the program, will ya? How can we build one world under secularist ideals without breaking a few eggs? Of course, once it is fully built, is the American public who will feel the deadly grip of the velvet glove. One cannot lay down with dogs without getting fleas. The cup of wrath is nearly full, John Smith, nearly full. Oops, there I go, almost sounding as alarmist as Smith. Guess he and I both need to listen to this again: https://www.youtube.com/watch?v=CRnQ65J02XA

  2. Charles Rice was one of the greatest of the so-called great generation in America. I was privileged to count him among my mentors. He stood firm for Christ and Christ's Church in the Spirit of Thomas More, always quick to be a good servant of the King, but always God's first. I had Rice come speak to 700 in Fort Wayne as Obama took office. Rice was concerned that this rise of aggressive secularism and militant Islam were dual threats to Christendom,er, please forgive, I meant to say "Western Civilization". RIP Charlie. You are safe at home.

  3. It's a big fat black mark against the US that they radicalized a lot of these Afghan jihadis in the 80s to fight the soviets and then when they predictably got around to biting the hand that fed them, the US had to invade their homelands, install a bunch of corrupt drug kingpins and kleptocrats, take these guys and torture the hell out of them. Why for example did the US have to sodomize them? Dubya said "they hate us for our freedoms!" Here, try some of that freedom whether you like it or not!!! Now they got even more reasons to hate us-- lets just keep bombing the crap out of their populations, installing more puppet regimes, arming one faction against another, etc etc etc.... the US is becoming a monster. No wonder they hate us. Here's my modest recommendation. How about we follow "Just War" theory in the future. St Augustine had it right. How about we treat these obvious prisoners of war according to the Geneva convention instead of torturing them in sadistic and perverted ways.

  4. As usual, John is "spot-on." The subtle but poignant points he makes are numerous and warrant reflection by mediators and users. Oh but were it so simple.

  5. ACLU. Way to step up against the police state. I see a lot of things from the ACLU I don't like but this one is a gold star in its column.... instead of fighting it the authorities should apologize and back off.

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