Norris McLaughlin & Marcus, P.A.

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Jun 29, 2017

It’s Never Too Late to Gain Allies in Business Divorce Litigation

In closely-held businesses in New Jersey with multiple owners, it seems fairly obvious that the more co-owners you can recruit to your side in a business divorce litigation, the better.  You don’t need a lawyer to tell you that.  However, what is not so obvious is the possibility of recruiting co-owners to your side once the litigation has commenced.

Litigation – especially business divorce litigation – can be quite divisive. » Read More

Apr 03, 2017

I Was Doing The Same Thing As The Majority Shareholders – Part II

In my last post, I addressed the fact that, just because a minority shareholder has gone along with certain practices in the past, his acquiescence will not necessarily be fatal to a shareholder oppression claim.   However, that does not mean you should simply go along with something that you fundamentally disagree with, and assume it will have no consequences to you in the future.» Read More

Mar 06, 2017

If You Lose A Minority Shareholder Oppression Lawsuit, Things Will Likely Get Worse – So Do It Right

When minority shareholders in New Jersey (including LLC members) are being treated unfairly or oppressively, the New Jersey minority shareholder oppression statute provides significant rights that are written about quite frequently on this site. The upside of a successful oppression suit is often a buyout at market value.  However, what if the minority shareholder loses the case?

The consequences of losing a shareholder oppression suit can be enormous, as most shareholders get only one true “bite at the apple.”   In other words, if you already felt you were being treated unfairly, but the court did not grant you the relief that you wanted and left you as a minority shareholder, how likely would you be to ever file a second shareholder oppression lawsuit? » Read More

Feb 13, 2017

Termination of Employment as Minority Shareholder Oppression

A common theme among minority shareholders seeking legal representation is termination of employment.  Readers of this blog may be aware that termination can often constitute minority shareholder oppression, warranting a remedy such as a court-ordered buyout.  But, unfortunately, not all terminations are equal, as not all terminations constitute oppression.

The key to whether termination of employment amounts to minority shareholder oppression is what the court calls the “reasonable expectations” of the employee/shareholder. » Read More

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

Aug 10, 2016

Choosing an Accountant? Choose Wisely and You Could Avoid Shareholder Dispute Litigation!

When you find yourself involved in a minority shareholder dispute, whether you are the Company (majority), or the minority owners, the role of the company accountant is often somewhat unclear.  The more experience your company accountant has with dealing with differing shareholder factions, the better.

For example, New Jersey law spells out precisely what financial documents a minority shareholder is absolutely entitled to see, and the list is not terribly long. » 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

Feb 18, 2016

New Jersey Courts Recognize Equitable Ownership In Cases Where Full Ownership May Be Difficult To Prove

I’ve previously written about the fact that, in many cases, a minority shareholder who knows with absolute certainty that he or she is an owner still may have such status challenged.  I have heard some crazy – and some not so crazy – arguments as to why someone is not actually an owner.  In small, closely held businesses, it is not uncommon for the company to keep abysmal records. » Read More

Mar 09, 2015

David C. Roberts To Present “The Good, Bad & Ugly Of A Business Divorce” Seminar On April 16

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

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