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
Closely held businesses routinely use life insurance to fund buy-sell obligations when an owner dies. The logic is simple: the company or surviving owners need liquidity to effect redemptions or repurchases, and life...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 the lifecycle of a closely held company—whether a limited liability company, a small corporation, or a joint-venture partnership—there are critical transitions that expose a business and its owners to considerable...more
I love endurance sports, and I work out incessantly. But I don’t watch sports or know much about them. Before hanging out with a group other men, I ask my wife to give me a summary of which local sports teams have recently...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
Four sisters. One house. Who owns it? Today’s case delves into a thorny situation many closely-held family businesses struggle with—proving ownership....more
There is a common misconception that ownership equals control. But in many businesses—especially those participating in the Small Business Administration’s (SBA) 8(a), Women-Owned Small Business (WOSB), or Service-Disabled...more
In Norman v. Strateman, No. A170356, 2025 WL 1802786 (Cal. App., 1st Dist., June 20, 2025), the California Court of Appeal held that a settlement of derivative claims reached among all shareholders of a close corporation was...more
Business divorces take place in all types of private companies, including those owned and operated by family members. But families that are willing to engage in thoughtful planning can head off some of the internal conflicts...more
Situations involving family dynamics, significant wealth, and fiduciary duties can be ripe for conflict. Disputes frequently arise among owners and managers of closely held businesses, family office constituencies, and other...more
Many co-owners of closely held businesses will employ life insurance as a tool for funding the transfer of ownership in the business upon the death or retirement of an owner. In these cases, planning involves the use of...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
Combining family issues with business considerations is enough to stress even the most thoughtful and successful business owner. The good news is that there are ways to reduce the stress in family business succession. The...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
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
Once you have a business idea, creating a business entity may seem daunting from a legal standpoint. However, setting up your business with thoughtful consideration and guidance will pay off over time, as you can...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
Longtime readers of this blog may recall a post I wrote three years ago titled Minority Shareholder Oppression in the #MeToo Era. The post highlighted an apparent first-of-its-kind decision in a judicial dissolution case...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
The seven-year anniversary of the Texas Supreme Court’s decision in Ritchie v. Rupee has come and gone, and the court’s holding from 2014 remains the law: Minority shareholders in Texas private companies do not have a cause...more