Closely Held Businesses

Third Circuit Holds That Shareholder-Director Cannot Sue For Discrimination

by Tracey Diamond | Pepper Hamilton LLP on 5/15/2013

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

Who is a Large Employer Under Obamacare?

by Steven Saraisky | Cole Schotz on 5/10/2013

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.)

by Potter Anderson & Corroon LLP on 5/7/2013

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...

by Jonathan Boyles, Paul Compernolle, David Diaz | McDermott Will & Emery on 4/17/2013

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

by Nathan A. Adams IV | Holland & Knight LLP on 4/8/2013

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

by Charles (Chuck) Rubin on 4/8/2013

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

by Vance E. Antonacci | McNees Wallace & Nurick LLC on 4/1/2013

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

by Steve Kluting | Varnum LLP on 3/29/2013

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?

by Farah Mohamed | Field Law on 3/19/2013

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...

by Stephen Lloyd | Dentons on 3/6/2013

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

by Peter C. Vilmos | Burr & Forman on 3/6/2013

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

Union Friendly - Using Collectively Bargained Pension Plans to Maximize Employee Benefit Plan Contributions for Closely Held...

by Gerald Nowotny on 2/13/2013

Overview - In Part I of this series, I discussed the benefits of collective bargaining agreements for small business owners and professional corporations for qualified retirement planning. The ability to unionize...more

Religious Institutions Update: February 2013

by Nathan A. Adams IV, Laura Atherstone | Holland & Knight LLP on 2/8/2013

Last February, at the request of Senate Finance Committee member Charles Grassley (R-Iowa), the Commission on Accountability and Policy for Religious Organizations was formed to address tax-related policy questions of import...more

Union Friendly - Using Collectively Bargained Pension Plans to Maximize Pension Contributions for Closely Held Business Owners

by Gerald Nowotny on 1/7/2013

Overview - In the “old days” business owners and employees were able to have good pension plans that did not depend upon the fate of the stock market, i.e. defined benefit plans. We have all heard the stories of New...more

Fiduciary Duty Of Majority Stockholders In A Closely Held Corporation – Control Of Stock

by Schecter Law on 12/29/2012

A question often arises regarding the nature and scope of the duty owed by a majority stockholder or stockholders to a minority stockholder in a closely held corporation. In Biltmore Motor Corp. v. Roque, 291 So. 2d 114...more

Estate Plan Checkup - How to avoid disputes in a closely held business

by Gail E. Mautner, Dawn S. Spratley | Lane Powell PC - Trusts and Estates Law on 12/5/2012

So, your will or living trust is completely signed (finally!) and you have your durable power of attorney and your health care directive taken care of. Are you finished with your estate planning? Maybe not … If part of...more

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