Two of the tools investors can use to minimize the risks they take and preserve their holding percentage in a company are the anti-dilution protection and pre-emptive rights. These very important rights are customarily...more
You've set your business up with the Secretary of State. Now it's time to look inward and say, what do we need to properly run this business? Having governance documents in place, such as a shareholder agreement, is...more
I. General Overview - As of 2020, Mexico has a population of 126,014,024 according to the Mexican National Institute of Statistics and Geography (Instituto Nacional de Estadística y Geografía). Covers a land area of...more
It has long been established that where the circumstances in which funds are advanced by a shareholder to the company in which they own shares is unclear, the court must consider the "surrounding circumstances" when...more
Supposons que vous êtes un vendeur constitué en société fermée et que vous cherchez à vous retirer des affaires après avoir fait croître la valeur de votre entreprise pendant des années. Le processus de vente se déroule bien...more
You are a private company seller looking to exit your business after years of building up value. Your sale process is going well, and you have identified a preferred buyer that wants to pay a premium for your company. The...more
Many Bank Holding Companies (BHC) have shareholder/stockholder agreements that limit voting rights, transfer of shares and other restrictive provisions. The creation and implementation of these agreements occurred mainly when...more
Many Bank Holding Companies (BHCs) have shareholder/stockholder agreements that limit voting rights, buy-sell, transfer of shares and other restrictive provisions. The creation and implementation of these agreements occurred...more
Drag-along rights are contractual provisions – usually within a shareholder agreement – that provide majority shareholders with the right to force minority shareholders’ participation in the future sale of a company....more
1. Types of Business Entities - The main business entities in Greece are the following: i) the Société Anonyme (S.A.); ii) the Private Company (P.C.); iii) the Limited Liability Company (Ltd); iv) the General Partnership...more
I. General Overview - As of 2015, Mexico has a population of 119,938,473 according to the Mexican National Institute of Statistics and Geography (Instituto Nacional de Estadística y Geografía). Covers a land area of...more
The Foregoing - In March 2018, Blake B. Hartman, a founder of BigInch Fabricators & Construction Holding Company, was involuntarily terminated as an director and officer. The involuntary termination triggered the...more
Perhaps it’s because I’ll be speaking on the topic later this week, or perhaps it’s because of a recent post on another one of our blogs, but shareholder rights of inspection have been on the mind of late....more
The Delaware Court of Chancery recently issued two important decisions addressing the interpretation and effects of stockholders' agreements. In Schroeder v. Buhannic, the Court of Chancery refused to interpret a...more
I’m pleased to present my 9th annual list of this past year’s ten most significant business divorce cases. The list includes important appellate rulings by the First and Second Departments on dissolution of foreign business...more
On June 20, 2014, the Texas Supreme Court issued a landmark decision that brings to light the importance of every corporation, especially closely held corporations, having a comprehensive shareholders' agreement that...more