News & Analysis as of

Shareholder Litigation Closely Held Businesses

Robson & Robson, P.C.

Can Closely Held Companies Investigate Shareholder Complaints Without Breaking The Bank?

Robson & Robson, P.C. on

Last month, we tackled Pennsylvania’s “universal” demand requirement. As a refresher, unlike many states, Pennsylvania will not excuse the shareholder of a company who wants the company to sue its executives or directors from...more

Robson & Robson, P.C.

PA's “Universal Demand” Requirement: A Hazard For The Unwary Business Divorce Practitioner

Robson & Robson, P.C. on

Attorneys that represent shareholders of publicly traded companies in securities litigation are intimately familiar with the pre-suit demand required by the corporate law of many states. ...more

Nutter McClennen & Fish LLP

Massachusetts Court Rejects Claim that Shareholder’s Renunciation of Shares Ended Fiduciary Duty Owed to Close Corporation

Judge Ricciuti, sitting in the Massachusetts Business Litigation Session, rejected a shareholder’s claim that she could shed herself of the fiduciary duty she owed to a close corporation by renouncing her shares in the...more

Robins Kaplan LLP

Chambers V. Gold Medal Bakery: an Illustration of Privilege in Shareholder Suits

Robins Kaplan LLP on

When working well, a closely held corporation can be the model of corporate governance—a shared vision, a united board, and intimate trust between officers and shareholders. However, over multiple generations the growth of...more

Hendershot Cowart P.C.

Shareholder Actions: Direct Vs. Derivative Suits

Hendershot Cowart P.C. on

When it comes to protecting their interests – or the interests of the corporation – shareholders have unique rights to take legal action. They can file suit either on behalf of the corporation itself, known as a derivative...more

Freeman Law

The Business Judgment Rule in Texas

Freeman Law on

Corporate officers and directors owe a fiduciary duty to the corporation that they serve, and they can be held liable if they breach that fiduciary duty. Fiduciary duties are not codified in the Texas Business Organizations...more

Winstead PC

Shareholder Agreements Are Very Powerful In Texas: Parties Should Carefully Review Those Agreements Before Obtaining Stock In A...

Winstead PC on

The owners of a corporation may enter into shareholder agreements that address and resolve many disputes. For example, the Texas Supreme Court noted: “Shareholders of closely-held corporations may address and resolve such...more

Winstead PC

Court Holds That Shareholder Derivative Suit May Proceed Against An Officer Without A Pre-Suit Demand Where The Case Involved A...

Winstead PC on

In Novedea Sys. v. Colaberry, Inc., co-founders of a business discussed terms of a buy-out, but ended up in litigation. No. 6:20-cv-00180-JDK, 2021 U.S. Dist. LEXIS 152372 (E. D. Tex. August 13, 2021). ...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

Brooks Pierce

Shareholder Inspection Rights for Closely Held Corporations

Brooks Pierce on

The North Carolina Business Court recently strengthened the hands of minority shareholders in closely-held corporations. N.C. Gen. Stat. § 55-16-02(b) affords qualified shareholders the right to “inspect and copy: (1)...more

Gray Reed

Closely-Held Shareholder Derivative Actions are Alive and Well in Texas

Gray Reed on

After 30 years of running his family-owned business, Hillbilly Oil Co., Jed Clampett decided to retire in 2013. The board of directors elects Jethro Bodine as Hillbilly’s President and Elly May as Vice President. Both Jethro...more

Snell & Wilmer

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

Snell & Wilmer on

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

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