U-Haul 2011 Annual Report Download - page 90

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AMERCO AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
ECR (D.Nev), Washoe County, Nevada. In addition, in September and October 2007, the Defendants filed
Motions for Judgment on the Pleadings or in the Alternative Summary Judgment, based on the fact that the
stockholders of the Company had ratified the underlying transactions at the 2007 annual meeting of
stockholders of AMERCO. In December 2007, the Court denied this motion. This ruling does not preclude a
renewed motion for summary judgment after discovery and further proceedings on these issues. On April 7,
2008, the litigation was dismissed, on the basis of the Goldwasser Motion. On May 8, 2008, the Plaintiffs filed a
notice of appeal of such dismissal to the Nevada Supreme Court. On May 20, 2008, AMERCO filed a cross
appeal relating to the denial of its Motion to Dismiss in regard to demand futility.
On May 12, 2011, the Nevada Supreme Court affirmed in part, reversed in part, and remanded the case for
further proceedings. First, the Court ruled that the Goldwasser settlement did not release claims that arose after
the agreement and, therefore, reversed the trial court’s dismissal of the Complaint on that ground. Second, the
Court affirmed the district court’s determination that the in pari delicto defense is available in a derivative suit
and reversed and remanded to the district court to determine if the defense applies to this matter. Third, the
Court remanded to the district court to conduct an evidentiary hearing to determine whether demand upon the
AMERCO Board was, in fact, futile. Fourth, the Court invited AMERCO to seek a ruling from the district court as
to the legal effect of the AMERCO Shareholders’ 2008 ratification of the underlying AMERCO/SAC transactions.
Last, as to individual claims for relief, the Court affirmed the district court’s dismissal of the breach of
fiduciary duty of loyalty claims as to all defendants except Mark Shoen. The Court affirmed the district court’s
dismissal of the breach of fiduciary duty: ultra vires Acts claim as to all defendants. The Court reversed the
district court’s dismissal of aiding and abetting a breach of fiduciary duty and unjust enrichment claims against
the SAC entities. The Court reversed the trial court’s dismissal of the claim for wrongful interference with
prospective economic advantage as to all defendants.
Environmental
Compliance with environmental requirements of federal, state and local governments may significantly affect
Real Estate’s business operations. Among other things, these requirements regulate the discharge of materials
into the air, land and water and govern the use and disposal of hazardous substances. Real Estate is aware of
issues regarding hazardous substances on some of its properties. Real Estate regularly makes capital and
operating expenditures to stay in compliance with environmental laws and has put in place a remedial plan at
each site where it believes such a plan is necessary. Since 1988, Real Estate has managed a testing and
removal program for underground storage tanks.
Based upon the information currently available to Real Estate, compliance with the environmental laws and
its share of the costs of investigation and cleanup of known hazardous waste sites are not expected to result in
a material adverse effect on AMERCO’s financial position or results of operations.
Other
The Company is named as a defendant in various other litigation and claims arising out of the normal course
of business. In management’s opinion, none of these other matters will have a material effect on the Company’s
financial position and results of operations.
Note 20: Related Party Transactions
As set forth in the Audit Committee Charter and consistent with Nasdaq Listing Rules, the Audit Committee
reviews and maintains oversight over related party transactions which are required to be disclosed under the
Securities and Exchange Commission (“SEC”) rules and regulations. Accordingly, all such related party
transactions are submitted to the Audit Committee for ongoing review and oversight. The Company’s internal
processes ensure that the Company’s legal and finance departments identify and monitor potential related party
transactions which may require disclosure and Audit Committee oversight.
AMERCO has engaged in related party transactions and has continuing related party interests with certain
major stockholders, directors and officers of the consolidated group as disclosed below. Management believes
that the transactions described below and in the related notes were completed on terms substantially equivalent
to those that would prevail in arm’s-length transactions.
F-34