When you started the company, both shareholders holding a fifty percent interest seemed like a good idea at the time. That way, everything was equal. Neither one of you answered to the other. Neither could be “bossed around” by your business partner. But, if you are reading this article after a Google search, you undoubtedly have learned, probably the hard way, of the potential shortcomings of this arrangement.» Read More
One of the most difficult things for a family owned business to do is transition to the next generation. And the more divided ownership becomes, with more members of the successor generation, the harder this is to accomplish.
The first generation is often comprised of Dad, and Dad alone. (Family-owned companies with multiple siblings/cousins as founders face the issues discussed below much faster, and often without time to plan.) When Dad ages, or as he starts to plan for retirement, the Estate Plan kicks in, and the company gets left to multiple children. » Read More
I have previously written on this site about who gets “custody” of the company’s customers in a business divorce. Related to this topic, can employee loyalty become an issue in shareholder divorce litigation?
Many times, it is clear who will remain with the company in the event of shareholder dispute litigation. For example, if a 10% shareholder who has never worked for the company sues for oppression, the suit is not likely to confuse the employees, as it will be viewed as an internal, ownership matter. » Read More
“Why is shareholder dispute litigation so expensive?” is a complaint common to most clients. Actually, it is common to all clients, as I have yet to meet one happy to spend large amounts on legal fees. Many business owners know from experience how expensive commercial litigation can be, so if they find themselves embroiled in a shareholder dispute, the fees that can be spent come as no surprise.» Read More
No matter how many times I write about it, new clients keep coming in who have no signed shareholder agreement. As regular readers of this site well know, a minority shareholder still has protection against wrongful acts based on the New Jersey shareholder oppression statute. However, there are many ways that not having a shareholder agreement could cause a significant problem.» Read More
While most of my posts on this blog look at shareholder dispute issues from the perspective of the oppressed minority shareholder, I have represented numerous companies defending shareholder litigation, as well. One corporate client recently wanted to know how to avoid such litigation if the shareholder agreement has been long-ago agreed to, and there is little that can be done to get near-warring parties to agree to anything in writing. » Read More
An injunction is when a court orders someone to do something, or not to do something. These can be very difficult to obtain – in some circumstances – and are often not granted when money damages at the end of a lawsuit can make the aggrieved party whole. In shareholder dispute litigation, injunctions are often a critical tool. A court can order the majority shareholder not to take certain actions that would be hard to unwind at the end of the case. » Read More
Do you remember when you first began your company, and you used to trust your business partner? For many people reading this website, those days unfortunately seem long ago and far away.
When you started things up, you may not have paid close attention to at least some of the details. It may be that while you were focusing on big picture items, not all i’s were dotted, and not all t’s were crossed.» Read More
David C. Roberts and Norris McLaughlin & Marcus, P.A., cordially invite you to a complimentary breakfast seminar that will explain your rights as a shareholder. You may feel your business partner is defrauding you by taking too much money and using the company as a personal piggy bank. Or, you may simply feel kept in the dark, marginalized, and left out in the cold. » Read More
Many times a law is enacted, but a judge or appellate court makes a decision that casts the interpretation of that law into chaos. (Of course, none of the judges I regularly appear before would ever do this.) Almost one year ago, the New Jersey LLC Act was amended to give LLC members the minority owner oppression remedies historically applied to shareholders of a corporation.» Read More