News & Analysis as of

Minority Shareholders Shareholder Oppression

Bodman

Shareholder Oppression Claims in Closely Held Michigan Corporations: A Powerful Remedy Against Abuses of Power

Bodman on

Most institutions in our society make decisions upon the consent of the majority, from legislatures passing important bills to families deciding on what movie to watch on movie night. ...more

Farrell Fritz, P.C.

Winter Case Notes: Murder, Forgery, Accidental Death, Oppression, Oh My!

Farrell Fritz, P.C. on

Welcome to this year’s Winter Case Notes where, amidst the arctic blast currently sweeping most of the nation, I offer shortish takes on several court decisions in recent business divorce cases. This year’s edition...more

DarrowEverett LLP

Buyouts of Closely Held Shares: All’s Fair Value in Love and War

DarrowEverett LLP on

In matters of corporate divorce, deadlock, majority oppression, or usurpation of corporate opportunities are all well-tread grounds for disputes between co-owners of closely held entities. These disputes often culminate in...more

Farrell Fritz, P.C.

Eastland Redux: Do Close Corporation Shareholders Have a Direct Claim Against Directors For Taking Disguised Distributions?

Farrell Fritz, P.C. on

Earlier this year, using as a springboard the Maryland intermediate appellate court’s decision in Eastland Food Corp. v Mekhaya, I posted about a topic on which there’s little or no New York law, viz., whether a complaint for...more

Farrell Fritz, P.C.

When Is It Too Late to Sue for Shareholder Oppression?

Farrell Fritz, P.C. on

Potential client sits down with business divorce lawyer and says, “I’m a minority shareholder in XYZ Corp. I’ve been completely frozen out by the majority. Can you help me?” The lawyer says, “Absolutely. New York law gives...more

Robson & Robson, P.C.

The Hazards of 'Weaponizing' Capital Call and Dilution Provisions

Robson & Robson, P.C. on

There are many ways that an owner of a closely-held business can use their superior financial resources to gain an advantage over their co-owners in a dispute. One common way is the use of a capital call provision to dilute...more

Farrell Fritz, P.C.

A Cross-Country Road Trip of Elections to Purchase in Dissolution Proceedings

Farrell Fritz, P.C. on

When a minority shareholder petitions for dissolution of a corporation on the grounds of oppressive or illegal conduct (see BCL 1104-a), Section 1118 of New York’s Business Corporation Law allows the corporation or any other...more

Farrell Fritz, P.C.

Minority Shareholder’s Petition to Dissolve Seltzer Business Loses Its Fizz

Farrell Fritz, P.C. on

In 1950, Sam Hoffman and his two sons, Hyman and Melvin, founded Brooklyn-based Cornell Beverages, Inc. to manufacture and distribute seltzer. Those were the days when “seltzer men” made weekly home deliveries of cases of...more

Farrell Fritz, P.C.

Episode 24: Corporate Oppression Doctrine Meets Sex Discrimination: A Conversation with Professor Meredith Miller

Farrell Fritz, P.C. on

This episode features an interview with Professor Meredith Miller of the Touro Law Center on her recently published article in the Indiana Law Review entitled Challenging Gender Discrimination in Closely Held Firms: The Hope...more

Farrell Fritz, P.C.

It’s Time to Address Sex Discrimination Against Women Owners of Closely Held Companies, Say These Two Law Professors

Farrell Fritz, P.C. on

Longtime readers of this blog may recall a post I wrote three years ago titled Minority Shareholder Oppression in the #MeToo Era. The post highlighted an apparent first-of-its-kind decision in a judicial dissolution case...more

Farrell Fritz, P.C.

A New Stile: First Department Shakes Up the Shareholder Oppression Claim

Farrell Fritz, P.C. on

A watershed moment or a forgettable outlier?  It is often difficult to predict how much a novel decision will impact the body of laws governing closely-held corporations and their shareholders.  Decisions that seem the most...more

Farrell Fritz, P.C.

The Nutmeg State Out Front on Member Inspection Rights Under RULLCA

Farrell Fritz, P.C. on

For the second time in two years, the Connecticut Supreme Court has ventured into uncharted waters of LLC governance under the Revised Uniform LLC Act which, to date, has been adopted by 22 states and awaits legislative...more

Winstead PC

Litigating Minority Shareholder Rights - Presentation

Winstead PC on

David F. Johnson presented his paper “Business Divorce: Minority Shareholder Rights In Texas” to the State Bar of Texas’s Business Disputes Course on September 2-3, 2021. This presentation addressed shareholder oppression...more

Davis Wright Tremaine LLP

Shareholder Oppression in Washington State: How Corporate Actions Can Have Serious Consequences

The closely held nature of a family business means there is often a single controlling shareholder or a controlling shareholding group, making it important for shareholders in family businesses to be aware of the legal...more

Farrell Fritz, P.C.

The Money’s There But Out of Reach for the Minority LLC Member

Farrell Fritz, P.C. on

Of late I’ve been ruminating on New York’s membership in the shrinking pool of states that don’t recognize oppression of an LLC minority member by the controlling members or managers as ground for judicial dissolution....more

Farrell Fritz, P.C.

Court Rejects Oppressed Shareholder’s Bid for Dissolution or Buy-Out, Finds Money Damages Sufficient

Farrell Fritz, P.C. on

A minority shareholder petitioning for dissolution under BCL § 1104-a must establish, by a preponderance of the evidence, that the majority shareholders have engaged in “illegal, fraudulent or oppressive actions,” (BCL §...more

Winstead PC

The Plight of Oppressed Private Company Minority Investors:  No Legal Escape Available Without a Buy-Sell Agreement in Place

Winstead PC on

The legal front remains forbidding for private company minority investors who seek to secure a buyout of their ownership stake based on claims for oppression against the company’s majority owners. It has been six years since...more

Haynsworth Sinkler Boyd, P.A.

SC Supreme Court Issues LLC Oppression Opinion

In the first reported case regarding minority oppression in the context of a South Carolina limited liability company (“LLC”), the South Carolina Supreme Court affirmed the trial court’s conclusion that majority members of an...more

Winstead PC

Keeping Things in Bounds: Private Company Owners Need toAbide by Clear Fiduciary Duties in Managing Their Companies

Winstead PC on

In February 2009, Pittsburgh Steelers wide receiver Santonio Holmes made a toe tapping catch in the back corner of the end zone to secure a thrilling, come-from-behind win and crush the hearts of Arizona Cardinals fans in...more

Holland & Knight LLP

Buy Out at Fair Value - Current Issues in Closely Held Businesses Series: Part 5

Holland & Knight LLP on

The prior discussion, Determining a Remedy After Oppression or Breach of Fiduciary Duty (Part 4), presented a listing of the potential remedies on a finding of a breach of duty and oppression. Frequently, the animosity among...more

Farrell Fritz, P.C.

Top Ten Business Divorce Cases of 2019

Farrell Fritz, P.C. on

This year’s list offers a good mix of business entities: six involve disputes among LLC members, two involve law firms organized as limited liability partnerships, one involves an accounting firm organized as a professional...more

Winstead PC

Shareholder Oppression Claims: Looking Past the Urban Myth to Remedies that Continue to Survive in The Real World of Texas Law

Winstead PC on

Many Texas lawyers and their private company clients continue to refer to the claim for shareholder oppression as if it remains a viable cause of action under Texas law. And yet, for all practical purposes, the claim for...more

Farrell Fritz, P.C.

Summer Shorts: LLC Minority Member Oppression and Other Decisions of Interest

Farrell Fritz, P.C. on

It’s that time of year again, when I offer some lighter fare for poolside consumption consisting of summaries of a few recent decisions of interest involving disputes between business co-owners....more

Winstead PC

Melancholy Minority Shareholders: Five-Years after Ritchie v. Rupe, No Cause for Celebration by Texas Private Company Investors

Winstead PC on

Almost five years have passed since the Texas Supreme issued its decision in Ritchie v. Rupe in 2014 abolishing shareholder oppression as a claim under common law by minority shareholders in private Texas companies....more

Farrell Fritz, P.C.

Winter Case Notes: Oppression of the “Gifted” Minority Shareholder and Other Recent Decisions of Interest

Farrell Fritz, P.C. on

Notwithstanding we’ve had no more than a dusting of snow thus far in my downstate New York neck of the woods, welcome to another edition of Winter Case Notes in which I visit my backlog of recent court decisions of interest...more

33 Results
 / 
View per page
Page: of 2

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
- hide
- hide