Closely Held Businesses

News & Analysis as of

The Surprising Truth about Hobby Lobby's Effect in California

On June 30, 2014, the Supreme Court of the United States handed down its decision in the Burwell v. Hobby Lobby case, holding that closely-held corporations could refuse to provide contraceptive coverage mandated by U.S....more

Acquisition Structure Decision Tree: Choice and Acquisition of Entities in Texas Course

Buying or selling a closely held business, including the purchase of a division or a subsidiary, can be structured as (i) a statutory combination such as a statutory merger or share exchange, (ii) a negotiated purchase of...more

Massachusetts SJC Rules on Fiduciary Duties Owed to and By Shareholder-Employee in Closely Held Corporation

A recent decision by the Massachusetts Supreme Judicial Court (SJC), Selmark Associates v. Ehrlich, illustrates the complex web of fiduciary obligations owed to and by shareholder-employees in a closely held corporation under...more

Held Captive! The Closely Held Insurance Company - An Integrated Tax and Risk Management Solution

Overview - Captive or closely held insurance companies have been around a long time, at least fifty or more years. For most of their existence, captive insurance companies lived in relative anonymity and were mostly in...more

Delaware Supreme Court: No Duty to Buy Out Minority Shareholders in Closely Held Corporations

The Delaware Supreme Court recently considered whether the directors of a closely held corporation had a duty under common law fiduciary principles to repurchase a minority shareholder’s shares. The court also considered...more

Monthly Benefits Update - November 2013

Health & Welfare Plans - Health Care Reform: Supreme Court Grants Review to Two Cases Challenging ACA’s Contraception Coverage Mandate - The United States Supreme Court has agreed to hear two cases challenging...more

Minority Shareholder Rights in Virginia

In August 2012, Judge Jane Marum Roush, sitting by designation in the Circuit Court of Buckingham County, issued a comprehensive letter opinion in Colgate et al. v. The Disthene Group, Inc. The opinion reassessed a...more

Transition Planning: Key Steps for a Successful Exit From a Closely Held Business

Executives of closely held and family-owned businesses are often so focused on running their businesses that they do not plan for the inevitable — the transition of ownership and/or leadership. It is not a question of “if ”...more

With 2013 Oregon Income Tax Changes, Some Businesses Should Revisit Their Ownership Structure

Oregon business owners operating in the form of sole proprietorships, wholly-owned LLCs, and closely held C corporations may wish to reconsider their business structure due to upcoming changes in Oregon tax law. As a result...more

Sixth Circuit Agrees: No Preliminary Injunction In ACA “Contraceptive Mandate” Case

Corporations are not exempt from the so-called "Contraceptive Mandate" authorized pursuant to the Patient Protection and Affordable Care Act of 2012 (the "ACA" / popularly known as "Obamacare") according to the opinion of the...more

Addressing Sale Proceeds In The Face Of Guaranty "Carve-Out" Provisions

Commercial loans to closely held business entities, such as an LLC or partnership, typically include guaranties by the entity’s principal. Sometimes, the guarantor demands a “carve-out” to expressly exempt one or more of the...more

IRS Disregards Loans To Closely-Held Coporation

It is fairly commonplace for owners of closely held corporations to loan funds to their corporation without full loan documentation....more

Creating Best Practices for Your Family Office

The "family office" is back in vogue. The dramatic increase in wealth creation during the last thirty years has given rise to a new generation of Rockefellers, Mellons, and Phipps. Today, families with sufficient wealth –...more

Third Circuit Holds That Shareholder-Director Cannot Sue For Discrimination

The Third Circuit Court of Appeals recently ruled that a shareholder-director of a closely held family corporation was not an “employee” under Title VII, and therefore could not sue for discrimination. See Mariotti v....more

Basics Of Stock Redemptions

Closely held corporations often have issues come up about succession planning and also about how to structure transactions in the most tax advantageous way possible. Corporate redemption of a shareholders stock is always...more

Who is a Large Employer Under Obamacare?

Among other things, the Patient Protection and Affordable Care Act (the “Act”), commonly referred to as Obamacare, requires “large employers” to provide qualified health coverage for all of their full-time employees, or pay...more

Blaustein, et al. v. Lord Baltimore Capital Corp., et al., C.A. No. 6685-VCN, (Del. Ch. Apr. 30, 2013) (Noble, V.C.)

In this memorandum opinion, the Court of Chancery granted defendants’ summary judgment motion dismissing claims based on the implied covenant of good faith and fair dealing under a shareholders’ agreement and further denied...more

Company Owners Personally Liable for $3.1 Million Withdrawal Liability Assessment — Owners’ Lease of Commercial Property to...

The U.S. Court of Appeals for the Seventh Circuit ruled that owners can be personally liable for multiemployer withdrawal liability where the owner leases property to its own closely held corporation. The decision highlights...more

Religious Institutions Update: April 2013

Implementation of the Patient Protection and Affordable Care Act (PPACA) is in full swing. The law requires non-exempt religious organizations with fewer than 50 full-time employees to determine whether they are a large...more

Grandfathered Buy-Sell Agreements

Code §2703 severely restricts the ability of a buy-sell agreement to control estate tax values in a closely held entity. A recent private letter ruling reminds us that older agreements are not subject to Code §2703....more

Business Succession Planning

Introduction - The transition of a family owned or closely-held business is an important event for families. In a prior article, we covered the issues that a business owner faces in general in preparing a succession...more

Captive Insurance Companies – Family-Owned Food Processors Might Consider This Opportunity

Because I've had a couple of food industry clients inquire of me about the benefits of Captives, I attended a morning seminar on the topic earlier this week. I was very keenly interested in the real benefits that are...more

Business Owners: What Happens to Your Closely-Held Shares on Divorce?

As an owner of a closely-held private business you likely hold voting shares in your corporation. These shares allow you to exercise some control over the corporation by giving you the right to vote for corporate directors...more

When The Multinational Meets The Private Family Business : 10 Key Issues For A Successful Negotiation Of An M & A Transaction...

The vast majority of business enterprises worldwide are “family run”, or purely private entities, where operational management and ownership reside in or are controlled by the same individuals. On the other hand,...more

Protecting Your Closely Held Business

A client recently came to me with a problem lawyers often hear: the client’s family-owned business needed to hire new employees to keep up with the growth. In particular, the company needed additional sales force and...more

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