The use of a commercial lease to rip off minority owners in a closely held business
The Informed Board Podcast | CEO Succession Planning on a Clear Day
Succession Planning to Safeguard Your Law Firm’s Future: On Record PR
Law Brief ®: Alan Gaynor and Richard Schoenstein Explore Business Divorce
Episode 8: Minority Oppression in the LLC: Interview With Professor Douglas Moll
On Jan. 15, 2026, the U.S. Court of Appeals for the Sixth Circuit issued a published opinion in Boyd v. Northern Biomedical Research, Inc., clarifying the fiduciary duties directors owe to minority shareholders in a closely...more
Nothing is as certain as it was. Though initial public offerings and deals picked up in the second half of 2025, the direction of the economy and interest rates, the challenge of new technologies to existing business...more
Doing the same thing generally produces the same result, and as the new year arrives, many business owners are considering new steps to help their companies achieve greater success in the year ahead....more
Bad behavior in the workplace is in many instances a legal wrong that leads to legal consequences. Sexual harassment, for example, leads to consequences under tort and employment law. But if the perpetrator is a director or...more
In a recent decision, the Court of Chancery of the State of Delaware addressed a dispute at a private Delaware corporation concerning the removal of two officers by the board under a notice of board meeting that the court...more
Introduction to Taiwan - In less than 50 years starting from 1949, Taiwan went from an agriculture-based economy to being an economic powerhouse and leader in the field of high-tech goods. Its Gross Domestic Product...more
Succession planning for senior management should be an annual process, managed by the board. Our panel discusses best practices, including how to develop multiple and next-level candidates, how to keep internal candidates...more
For some owners of closely held companies, installing a board of directors may seem more painful than cutting off one of their pinkie fingers. They’d have to give up control of their business. They’d have to share...more
Introduction to Taiwan - In less than 50 years starting from 1949, Taiwan went from an agriculture-based economy to being an economic powerhouse and leader in the field of high-tech goods. Its Gross Domestic Product (GDP)...more
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
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
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
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
In Stream T.V. Networks, Inc. v. SeeCubic, Inc., the Delaware Supreme Court (“Court”) held that section 271 of the Delaware General Corporation Law (“D.G.C.L”), which requires stockholder approval for a Delaware corporation...more
Introduction to Taiwan - In less than 50 years starting from 1949, Taiwan went from an agriculture-based economy to be an economic powerhouse and leader in the field of high-tech goods. Its Gross Domestic Product (GDP)...more
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
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
The right of shareholders to elect a corporation’s directors is one of the most valuable rights attendant to share ownership. Election of directors is where shareholders can directly exert their influence on the corporation,...more
Introduction to Taiwan - In less than 50 years starting from 1949, Taiwan went from an agriculture-based economy to be an economic powerhouse and leader in the field of high-tech goods. Its Gross Domestic Product (GDP) grew...more
In any appraisal, whether conducted as a result of a breach of fiduciary duty or oppression, the date of valuation has to be established. In fact, after establishing the definition of "fair value" to apply, the determination...more
Nearly every closely-held business has one or more governance documents which address the operation, management, and continuity of the organization. This might include an operating agreement, partnership agreement, or...more
Business consultant Karen Albritton along with Ward and Smith attorneys Deana Labriola and Matt Thompson, all with personal experience in a variety of companies, discussed several of the tricky issues related to ownership...more
What It Takes to Sustain a Family Business Through Multiple Generations - On October 25, 2018, Garvey Schubert Barer convened more than 90 guests to its 4th Annual Family & Closely Held Business Summit. Produced in...more
If you just bought a brand new car, would you drive it off the lot without insurance? Of course you wouldn’t, but many entrepreneurs in a hurry to get their business going set up corporations without considering the risks of...more
To Share, or Not To Share? That is the question... Creating ownership options for your leadership team can align interests, motivate performance and improve retention, but there can also be a downside. In this article, we...more