Norris McLaughlin & Marcus, P.A.

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Litigation

Jan 26, 2017

Many Discovery Tools Exist To Find Emails To Prove Shareholder Oppression

I have noted many times on this blog that emails often prove shareholder oppression cases.  It can be fairly easy for majority shareholders who are careful, and seek legal advise beforehand, to mask their true intent when attempting to “freeze out” a minority shareholder.  For example, when the majority shareholders set their salary and bonus at a rate the minority shareholder thinks is outrageously high (ensuring there is no money to distribute to shareholders at the end of the year), they could do so firmly believing that they are paying themselves a fair salary. » Read More

Dec 13, 2016

Some Pitfalls of Negotiating Your Own Buyout in a Business Divorce

More and more shareholder dispute litigations are settling earlier than ever before, which is obviously a good thing for anyone who does not want to pay a fortune in legal fees (i.e., everyone).  The reason is simple – in all but a handful of business divorce cases, it is obvious to everyone involved that the oppressed minority shareholder will wind up on the receiving end of a buyout. » Read More

Oct 10, 2016

Court-Appointed “Tiebreakers” In a 50/50 Ownership Setting

When two people start a company, neither wants to give control to the other, so ownership is usually split 50/50.   This sounds like a great idea at the outset, when everyone is on the same page, and there is usually no other practical way to proceed.  But when you and your partner start having different ideas about the direction of the company, and significant trouble ensues, the law of New Jersey may provide the practical remedy that you are looking for.» Read More

Aug 31, 2016

What To Do If Filing Shareholder Dispute Litigation Might Potentially Harm The Company

To negotiate – or to sue?  That is the question when the decision to sue might potentially hurt the company.

A minority shareholder (or LLC member) in New Jersey is often faced with a difficult choice.  Confronted with mounting evidence of shareholder oppression and improper conduct by the majority, minority shareholders may have the right to sue and attempt to force a buyout of their shares. » Read More

Jul 27, 2016

Steps a Company Can Take to Inoculate Itself Against Shareholder Dispute Litigation

As discussed many times on this blog, shareholder dispute litigation can be extremely costly and terribly disruptive to company operations.  From the company’s point of view, it should be avoided if at all possible.  Once an oppressed minority shareholder complaint is filed, or is about to be filed, it is often too late to avoid.  This post is more focused on what company management can do to make sure the circumstances that could lead to such a lawsuit do not infect your company.» Read More

Jun 20, 2016

Oppressed Minority Shareholder Litigation – Choosing a Lawyer

Many times, minority shareholders pursuing their shareholder oppression rights, as well as majority shareholders being sued for minority shareholder oppression, feel the important thing to look for in an attorney is experience dealing with the particular industry that the company occupies.  For example, the President of a chemical company retained counsel to represent the company on all corporate matters due to his long history representing chemical companies, since he clearly understood issues relating to that field, particularly the environmental regulations that company routinely encountered. » Read More

Mar 31, 2016

Sometimes Shareholder Dispute Litigation Cannot Be Avoided

I have written extensively on this site about ways to resolve shareholder disputes before they turn into expensive shareholder dispute litigation.  The cost of such litigation, as anyone who has experienced one knows, can be quite significant.  However, sometimes there is very little choice, and filing an oppressed minority shareholder suit is preferable to taking no action at all.

In one recent case, a client came in who had been abused by the majority shareholders for years. » Read More

Apr 14, 2014

Pros & Cons of Alternative Dispute Resolution in Shareholder Dispute Litigation

As many of you have read here before, the New Jersey Limited Liability Company Act now includes recovery for minority member oppression. Those remedies cannot be waived, as a matter of law. However, the parties to an LLC’s operating agreement (or a corporation’s shareholder agreement) can agree to an alternate dispute resolution (“ADR”) mechanism in advance, impacting the forum in which these issues will be decided.» Read More

Mar 26, 2014

Unnecessary Capital Call as Means of Dilution Can Be Shareholder Oppression

When majority shareholders want to force a minority owner out of the company, there are a variety of means for doing so. One of the most popular methods is the unnecessary capital call.

One recent case involved a client who was a part owner of a corporation that seemed, on the surface, to be in need of money. In reality, the majority owner was “in need” of “getting rid” of the minority shareholder (my client) to solidify his control over the company.» Read More

Aug 27, 2013

Discovering Fraud By Your Business Partner: Act Now or Forever Hold Your Peace?

When you catch your partner in a breach of trust, can you ever trust him again?  And even if you can, are you better off just moving on separately, or can the relationship ever really be repaired?

It may sound like this article is discussing a marriage, but that is what a business partnership is like in some cases.  In fact, one judge in New Jersey often refers to business separation litigation as a “corporate divorce.”

A breach of trust with your business partner can occur in many ways, from finding out that he or she has opened a competing business to discovering that he has been reimbursing himself for wildly expensive and purely personal expenses for years, always hiding the evidence from you. » Read More

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