Family-owned business shareholders often enter into buy-sell agreements that provide the terms on which an owner can or must sell his or her shares. Such agreements usually restrict an owner’s ability to sell shares to third...more
Family-owned enterprises often place real estate assets and operating businesses into separate entities, with the real estate company leasing space to the operating company. In such instances, the owners or managers need to...more
A Minnesota Appeals Court recently ruled that a father could not terminate his son as the president of the family-owned business because the father did not have authority to do so under the company’s by-laws. Call v. Call,...more
A forum selection clause is often included in an agreement in order to specify where any later dispute regarding the agreement must be litigated. In a recent decision, a federal magistrate judge in Ohio denied a defendant’s...more
Parties to probate court proceedings involving family-owned business interests held in trusts or estates can agree to arbitrate their disputes instead of proceeding through the court system. Such agreements could be broadly...more
Disputes sometimes arise between owners of family-owned businesses. And sometimes those owners say unflattering or insulting things about one another to other family members. When one family member claims that another owes...more
Parents frequently transfer their ownership interests in a family-owned business to their children. This is usually done in connection with an owner’s estate planning or as part of an orderly succession of the business’...more
Owners of family-owned businesses sometimes enter into agreements between each other for the purchase and sale of shares in the business. Ideally, these agreements are negotiated, documented and implemented in a way that each...more
Corporate shareholders with voting shares have the right to elect a corporation’s directors. Elections typically occur at an annual shareholder meeting. ...more
9/26/2018
/ Annual Meeting ,
Appeals ,
Board of Directors ,
Breach of Duty ,
Business Valuations ,
Buy-Out Agreements ,
Corporate Dissolution ,
Corporate Governance ,
Director Removal ,
Family Businesses ,
Misappropriation ,
Shareholder Litigation ,
Shareholder Rights ,
Shareholders ,
Stays
A judge in the Supreme Court for the State of New York recently allowed a petition for “common law dissolution” of a family-owned business filed by one shareholder to proceed despite the arguments of the other shareholders...more
When a shareholder claims that a director or officer has harmed a corporation through his or her improper conduct, these claims typically must be brought through a derivative action, in which the shareholder sues on behalf of...more
When a business owner dies, his or her ownership interests often become part of a probate estate or are transferred to one or more trusts in order to continue the operations of the business. But sometimes the decedent’s...more
A corporation ordinarily is not liable for the debts of other entities or for the debts of its owners in the absence of an express agreement, such as a guarantee. However, a creditor of one company may try to impose liability...more
Shareholders of family-owned businesses sometimes assert claims of misconduct against their co-owner relatives. These claims can take the form of oral complaints or written claim letters. ...more
An Indiana Court of Appeals recently ruled upon a dispute between a mother and her daughter and son-in-law(and their business) concerning the lease of commercial property and the repayment of loans the mother made on the...more
In connection with the purchase of a family-owned business, the buyer may seek a non-compete agreement from the selling owners and certain family member employees. Such agreements are intended to protect the buyer from a...more
Controlling shareholders and managers of family-owned businesses often direct the use of company funds and other resources to provide employment and other benefits to non-shareholder family members. In a business that is...more
Disputes between and among owners of family-owned businesses are sometimes unavoidable. When such disputes progress to litigation, they can be extremely costly, time-consuming, and disruptive for the business and its owners....more
Owners of family-owned corporations often enter into shareholder agreements that spell out whether and to whom corporate shares can be transferred. Frequently, these agreements provide for rights of first refusal by the other...more
Corporate shareholders often expect to receive dividends in connection with their ownership of corporate shares. This is particularly true when owners invest capital in or provide other services to the company in exchange for...more
Family-owned businesses that are organized as limited liability companies typically reflect the terms of the company’s governance, along with the members’ financial rights and obligations, in a written operating agreement....more
Family members often transfer family-business ownership interests or other assets between each other. Their discussions sometimes progress from informal negotiations to a written term sheet to a final written agreement....more
Family-owned businesses often employ multiple family members. Even if there is an expectation that employment will continue indefinitely, the company and the family member employees both usually reserve the right, explicitly...more
Shares in family-owned businesses are often transferred between family members, whether through a sale or gift during a shareholder’s lifetime or through inheritance after an owner’s death. The parties to such a transfer...more
A United States Tax Court recently issued a decision after trial that should serve as a reminder to management and controlling shareholders of family-owned businesses that salaries or other compensation paid to family-member...more