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Business Organizations Keyed to Chasalow, 3rd Ed.
Robinson v. Glynn
Citation:
349 F.3d 166 (2003)Facts
In 1995, Glynn organized GeoPhone to develop a telecommunications system based on CAMA technology. Seeking capital, Glynn approached Robinson, who initially loaned $1 million for a field test and later agreed to invest up to $25 million if the test was successful. Despite the CAMA technology not being used in the test, Glynn allegedly told Robinson the test was successful. Robinson converted his $1 million loan and invested an additional $14 million, receiving 33,333 of GeoPhone’s 133,333 shares. Under the operating agreement, Robinson was named treasurer, appointed to the board of managers and executive committee, and given significant management rights. Robinson actively exercised these rights by reviewing company records, disapproving disbursements, and expressing concerns about the company’s technological development. In 1996, Robinson sued Glynn in state court for mismanagement, and they settled in 1997 with Robinson purchasing all of Glynn’s shares. In 1998, Robinson allegedly discovered that CAMA was never implemented in the GeoPhone system and filed a federal securities fraud claim.
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