Shareholders' Agreements

News & Analysis as of

Should Your Company Have a Shareholder Agreement?

Why do shareholders in a private company need a shareholder agreement? There are various good reasons. First, without a shareholder agreement which contains provisions dealing with share sales, any shareholder would...more

Keeping Ownership in the Family

As a family enterprise, your business runs best if it is owned and managed by the family. So it is in everyone’s interest to make sure no family member can transfer ownership outside of the family. To do this (and do it...more

Delaware Supreme Court Holds That a Minority Stockholder Has No Common Law Right to a Conflict-Free Board Decision Regarding the...

In Blaustein v. Lord Baltimore Capital Corp., No. 272, 2013, 2014 Del. LEXIS 30 (Del. Jan. 21, 2014), the Delaware Supreme Court held that a closely-held corporation’s directors owe no fiduciary duty to decide, free from...more

Flaa v. Montano, et al., CA No. 8632-VCG (Del. Ch. Oct. 4, 2013) (Glasscock, V.C.)

In this action brought under 8 Del. C. § 225, Michael Flaa (the “Plaintiff”) sought to confirm the removal of certain members (the “Defendants”) of the board of CardioVascular BioTherapeutics, Inc. (“Cardio”) by action taken...more

The One Mistake Startup Entrepreneurs Always Make - A Legal Perspective...

In your experience working with startup entrepreneurs, what's the one mistake they make time and again? The answer to that question of course varies greatly, depending on whom you ask - and, for legal perspective, we...more

Russian Mergers & Acquisitions Market - Challenges and Opportunities  [Video]

David Crook and Eric Michailov, partners at White & Case, discuss how the legal environment is changing for Russia-related transactions in 2013....more

TRANSACTIONAL: Corporate/London: Shareholders' Agreements for LNG Midstream Projects

In contrast to joint venture issues relating to upstream oil and gas development, the topic of shareholders' agreements for Liquefied Natural Gas (LNG) liquefaction projects has not been covered to a similar extent in...more

Energy Newsletter - June 2013

In This Issue: - TRANSACTIONAL: Corporate/London: - Shareholders' Agreements for LNG Midstream Projects - Upstream Developments – Latin America Foreign Exchange Controls in Venezuela Strangle...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

California Court of Appeal Recognizes That Wide Discretion Granted to a Board of Directors Under the Business Judgment Rule May Be...

In Scheenstra v. California Dairies, Inc., No. F062768, ___ Cal. Rptr. 3d ___, 2013 WL 363148 (Cal. App. 5th Dist. Jan. 30, 2013), the California Court of Appeal, Fifth District, affirmed the judgment of the California...more

Hot Fraud and Abuse Issues for Ambulatory Surgery Centers: An Advanced Interactive Discussion

In This Presentation: • How To Redeem Physician Owners, And Under What Terms? • How To Minimize Legal/Regulatory Risk When All “Safe Harbor” Requirements Are Not Being Followed? • Structuring Anesthesia Arrangements...more

Russian Law Update -- August 2012

In This Issue: *Introduction *Reform of the Russian Civil Code: Changes in Legal Entities *Russia’s Accession to the WTO *Arbitration of Disputes in Russia: Recent Developments *Shareholders’ Agreements:...more

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