Episode 24: Corporate Oppression Doctrine Meets Sex Discrimination: A Conversation with Professor Meredith Miller
Episode 23: LLCs as They Approach the 50-Year Milestone: A Conversation with Professor Susan Pace Hamill
Litigation developments: core M&A and corporate governance doctrines
PODCAST: Williams Mullen GovCon Perspectives - Why Was My SWaM Certification Denied, and What Can I Do?
Episode 8: Minority Oppression in the LLC: Interview With Professor Douglas Moll
Episode 10: The Marketability Discount Revisited: Interview with Greg Barber
The M&A Word of the Day® from the Book of Jargon® – Global Mergers & Acquisitions Is Squeeze Out
Recently, the Small Business Administration ("SBA") issued a proposed rule, which could significantly alter the status quo for permissible negative control. Impacted small businesses and their minority shareholders and...more
It is axiomatic that directors and officers of a Delaware corporation owe fiduciary duties to stockholders (and the company). Controlling stockholders also owe fiduciary duties. A stockholder is deemed a controller either...more
“It all started when the distributions stopped.” In my travels as a business divorce litigator, I’ve seen many disputes between LLC co-owners that begin with that message. A minority owner is content to remain a “silent...more
Welcome to this 14th annual edition of Summer Shorts. This year’s edition features brief commentary on three recent decisions by New York courts in business divorce cases. The featured cases involve a suit pitting three...more
Conflicts between co-owners in private companies are common, but the vast majority are worked out through dialogue and negotiation. When these internal conflicts cannot be resolved, however, minority investors may file suit...more
To preserve the marketability of a commercial or mixed-use condominium unit sold to a third-party, it may be necessary to include specialized minority owner protection provisions in the condominium declaration for the...more
Hindsight can be a wonderful thing, especially if hard-earned lessons are adopted by others who are willing to learn from past mistakes. When private company owners and investors share with me some of the wisdom they have...more
Private Equity (PE) has been a popular and frequent target of the Biden Administration’s recent antitrust enforcement efforts. Earlier this year, the Federal Trade Commission (FTC) and Department of Justice Antitrust Division...more
Appeal from the United States Patent and Trademark Office, Trademark Trial and Appeal Board. Summary: Parties that own minority shares in the trademark registrant, but do not separately use or possess an ownership right in...more
In a decision with significant implications for private equity firms and minority investors, on May 13, 2024, the US District Court for the Southern District of Texas dismissed the Federal Trade Commission’s (FTC) suit...more
On 24 April 2024, Doyle J handed down judgment in In the matter of New Frontier Health Corporation (Cause No. FSD 72 of 2022 and FSD 74 of 2022). In doing so, he refused the application of a Cayman-Islands incorporated...more
As global markets continue to adapt to a new normal, a clear understanding of the structural nuances, risk considerations, and strategic objectives inherent in varying transaction structures enables investors to remain agile...more
The FTC’s recent campaign against private equity roll-ups hit a stumbling block on May 13 as the United States District Court for the Southern District of Texas tossed out the Federal Trade Commission’s antitrust claims...more
District court finds minority investors in companies accused of antitrust violations are not liable solely by virtue of holding a minority ownership stake. To obtain injunctive relief, the FTC must allege specific facts...more
Minnesota has a unique statute that allows minority shareholders in a closely held corporation to initiate an action for a buy-out of their interests. Minn. Stat. § 302A.751, subdivision 2. Under the Minnesota Business...more
On January 18, 2024, the U.S. Bankruptcy Court for District of South Carolina entered judgment, after a bench trial, in favor of minority shareholders of a debtor whose liquidating trust had sued to recover dividend payments...more
Our Tax Group sheds light on recent IRS rulings that disallow deductions involving success-based fees in M&A transactions. Contrary to common practice, the IRS recently ruled target companies could not deduct success-based...more
Delaware Supreme Court rejects attempt to limit MFW to controller buyout transactions. Supreme Court instead holds that all of MFW’s requirements for shifting the standard of review from entire fairness to business...more
In In re Match Group, Inc. Derivative Litigation, the Delaware Supreme Court answered some important questions about the standard of review applicable to conflicted transactions under Delaware law. The first question relates...more
On April 4, 2024, in an opinion authored by Chief Justice Collins J. Seitz, Jr., the Supreme Court of Delaware sitting en banc held that the framework articulated in Kahn v. M&F Worldwide Corp., 88 A.3d 635 (Del. 2014)...more
1. Types of business entities - In order to start business activities involving Ukraine, foreign investors have to choose one of the business forms proposed by Ukrainian legislation. The most popular form of legal presence...more
1. INTRODUCTION - Given that Uganda was a British colony, the English legal system and law are predominant in Uganda. Uganda's legal system is based on English Common Law and African customary law. However, customary law...more
A. Types of Business Entities - 1. Description of The Types of Entities - Pursuant to Turkish Foreign Direct Investment Law, foreign investors are free to make foreign direct investments in Turkey and shall be...more
1. INTRODUCTION TO THE VARIOUS AVAILABLE LEGAL ENTITY TYPES - The most common form of legal entity to start a newco in Sweden is through a Limited Liability Company (Sw. Aktiebolag). There are, however, other types of...more
1. TYPES OF BUSINES ENTITIES - 1.1 Description of the types of entities available in each jurisdiction through which to conduct business - • Limited companies: Corporation and Limited Liability Company - When...more