Shareholders, Corporate Deadlock

Resignation: Antidote for Internal Dissention and Deadlock?

Farrell Fritz, P.C. on 1/20/2020

There are countless New York corporations in which the owners are equal 50/50 shareholders and co-members of a two-member board. Where one sues the other for judicial dissolution, and the ground for dissolution is “deadlock”...more

A House Divided Without Provision For A Provisional Director?

Allen Matkins on 5/16/2019

This week, I have been writing about Section 308 of the California Corporations Code. Subdivision (b) of the statute authorizes the Superior Court to appoint one or more provisional directors when "the shareholders of a...more

Provisional Directors And The Third Degree

Allen Matkins on 5/15/2019

Monday's post concerned the appointment of one or more provisional directors pursuant to California Corporations Code Section 308. The statute requires that a provisional director be an "impartial person". In addition, the...more

Deadlocks And The Provisional Director

Allen Matkins on 5/13/2019

Section 308 authorizes the Superior Court to appoint a provisional director in two different circumstances. Although both involve the existence of a deadlock, the conditions under which a provisional director may be appointed...more

49% Shareholder Can’t Seek Deadlock Dissolution Despite Shareholders’ Agreement Granting Co-Equal Control

Farrell Fritz, P.C. on 7/31/2018

Shareholders A and B are the sole shareholders of a real estate holding corporation. Their shareholders’ agreement includes provisions that...more

Chancery Approves Sale Of Transperfect Global, Inc.

Fox Rothschild LLP on 2/19/2018

The Delaware Court of Chancery recently approved a plan to sell TransPerfect Global, Inc. (“TransPerfect” or the “Company”) to co-owner Philip Shawe. In the Court’s most recent opinion issued earlier on February 15, 2018, In...more