When one partner fails to respond to a notice of breach from the other partner, the relationship may be so damaged that dissolution is required. Courts may apply the ‘not reasonably practicable’ standard in determining whether a business can continue in its present form. The ‘not reasonably practicable standard’ is…
Majority Owners of closely held businesses may face claims that they engaged in minority oppression of shareholders, limited liability company members or partners. Defending the minority oppression claim requires examination of written agreements and consideration of the reasonable expectations of the owners when the business was formed. Claims of minority…
Well-drafted business governance documents include buy-sell agreements to address deadlock among the owners. A shotgun buy-sell is an offer that sets only the price. It can be accepted as either an offer to buy out the other side or to sell to the other side at the price in the…
Limited liability company statutes often require the unanimous approval of the members before actions may be taken outside the ordinary course of business or for any amendment of the Operating Agreement. The requirement for unanimous action creates a minority veto – any member can veto the actions of the majority…
In a dispute among general partners, a single verbal threat against spouse of one of the partners does not create a claim for intentional infliction of emotional distress. CHERYL E. CHAMBERS, J.P. SYLVIA O. HINDS-RADIX COLLEEN D. DUFFY ANGELA G. IANNACCI, JJ. In August 2007, the plaintiff and the defendant…