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The Business Divorce Law Report

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Failure to Object to Business Practices Waives Minority Shareholder Rights

Digital Camera International, Ltd. v. Antebi, et al., 11-cv-1823 (E.D.N,.Y. July 13, 2017) Statutes: N.J.S.A. 14A:12-7(1)(c) Facts:Shareholders of a New Jersey corporation participated in a variety of activities that would be classified as oppressive behavior, including the payment of persona expenses with corporate funds, operating a competing business, insider contracts…

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Unanimous Consent Signed by LLC Members Operates as Amendment to Operating Agreement

Clark v. Butoku Karate Sch., LLC, No. 326638 (Mich. App., 2016) Statutes: MCL 450.4101, MCL 450.4305, MCL 450.4509 Plaintiff Joby Clark and Defendant were the sole members of a Michigan Limited Liability Company operating a karate school.  Clark was the subject of a rumor that he had a sexual relationship…

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Business Divorce: Sources of the Law

The law that controls any business organizations is a creature of state law, and disputes among owners in a business divorce involve the application of the law where the business was formed. More often than not that means the law of the state in which the dispute is being heard,…

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Minority Shareholder’s Silence Waives Oppression Claim

It was the stuff of which a good minority oppression claim is easily cooked up.  The party in control of the corporation had used the corporate bank accounts as his personal piggy bank while operating a competing business, paid himself inflated office rents and bankrolled an extra-marital affair with money…

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Oral Agreement to Transfer Shares Is Enforceable

The prior owner of a woman-owned business will be required to pay upwards of $500,000 to an oppressed shareholder after a trial court found — and the Appellate Division confirmed — that she had entered into a valid agreement to transfer her shares in return for an agreement that allowed…

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Oppressed Shareholder Wins $750,000 Fee Award

An oppressed minority shareholder was awarded approximately $750,000 in attorneys fees and expert expenses — some eight times the amount of the buyout — even though the majority had good reason to fire him from his position as the corporation’s CEO. Fee Award Under Oppressed Shareholder Statute to Selling Shareholder…

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Evidence of LLC Membership by Plaintiff MD is Lacking

What is sufficient evidence of membership interest in a limited liability company? It is not uncommon that the intentions of the parties in forming a limited liability company are poorly documented and or non-existent. The plaintiff in this case argued that documents that indicated his initial interest in the LLC…

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Shareholder Deadlock Grounds to Sell Corporation

Is an intractable deadlock among the shareholders good grounds to force the sale of a large, successful corporation? That was the issue before the Delaware Supreme Court in a case in which the trial court’s decision to sell the business as a going concern – over the objection of one…

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Valuation of Corporation in Oppressed Shareholder Includes Marketability Discount

The general rule is that a court should not apply discounts for marketability or lack of control (the later known as the minority discount) unless there is some unfairness or wrongdoing among the parties. Still, in the world of oppressed minority shareholder litigation, there is always some allegation of wrongdoing,…

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Limited Liability Company Owners Personally Liable to Creditor

We counsel many owners of limited liability companies that the filing of a Certificate of Formation does note automatically protect the owners from person liabilities.  There are a number of business practices, often referred to as the “corporate formalities” that should be followed. A case from Iowa’s Court of Appeals…

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