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Closely Held Businesses Corporate Governance

ArentFox Schiff

Boilerplate That Matters in Ownership Disputes: An Overview of Indemnification and Advancement Clauses

ArentFox Schiff on

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

Lewis Roca

Supreme Court Clarifies Shareholder Agreement Valuations for Estate Tax Purposes in Connelly v. United States

Lewis Roca on

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

International Lawyers Network

Establishing a Business Entity in Taiwan (Updated)

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

Skadden, Arps, Slate, Meagher & Flom LLP

The Informed Board Podcast | CEO Succession Planning on a Clear Day

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

Miller & Martin PLLC

Practical Advice for Family Business Succession

Miller & Martin PLLC on

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

Robson & Robson, P.C.

Prepare To Be Boarded! Yet Another Reason Closely Held Companies Should Consider Installing Boards Of Directors

Robson & Robson, P.C. on

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

International Lawyers Network

Establishing A Business Entity In Taiwan (Updated)

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

Robins Kaplan LLP

Chambers V. Gold Medal Bakery: an Illustration of Privilege in Shareholder Suits

Robins Kaplan LLP on

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

Ward and Smith, P.A.

So You Want to Start a Business? 10 Legal Steps to Create a Successful Business Entity

Ward and Smith, P.A. on

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

Royer Cooper Cohen Braunfeld LLC

The (Failed) Failing Business Exception: Stockholders’ Right to Vote on Asset Transfers

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

Farrell Fritz, P.C.

It’s Time to Address Sex Discrimination Against Women Owners of Closely Held Companies, Say These Two Law Professors

Farrell Fritz, P.C. on

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

International Lawyers Network

Establishing A Business Entity In Taiwan (Updated)

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

Bradley Arant Boult Cummings LLP

The Minority Shareholder’s Arrows Are Still Sharp in the Quiver: Claims Available to Oppressed Minority Shareholders under Texas...

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

Farrell Fritz, P.C.

Look Before You Leap: Buy-Sell Agreements Triggered by a Petition for Dissolution

Farrell Fritz, P.C. on

For owners of closely-held businesses, there are few provisions meriting more attention in an owners’ agreement than the buy-sell agreement.  Buy-sell agreements come in many different forms, and the best ones are designed to...more

Goulston & Storrs PC

Five Keys to Creating a Successful Family Entity

Goulston & Storrs PC on

Starting a family entity can bring family members closer as they build a new level of meaningful interactions together. Along the way, the venture may create wealth and opportunities, fulfill philanthropic goals, and create a...more

Farrell Fritz, P.C.

Stop the Vote: Injunction Halts Shareholders Meeting Pursuant to Courts’ Broad Power to Review Corporate Elections

Farrell Fritz, P.C. on

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

International Lawyers Network

Establishing A Business Entity In Taiwan

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

Barnea Jaffa Lande & Co.

Technology IPOs – A Meeting of Cultures at the Tel Aviv Stock Exchange

Israeli tech companies have recently joined the wave of initial public offerings on the Tel Aviv Stock Exchange. This is not the first time tech companies have gone public on the TASE and it will take some time to see if this...more

Buckingham, Doolittle & Burroughs, LLC

Rights of Minority Shareholders in a Closely-Held Corporation

What is a Close Corporation? Under Ohio law, a “close corporation” is defined as a corporation with a relatively small number of shareholders, whose shares are generally not traded on national securities exchanges or...more

Lathrop GPM

Transferring Your Family or Closely Held Business: Part 1

Lathrop GPM on

Transition planning to a family member or other “insider” requires time and forethought to successfully handle both the financial and operational considerations of a family or closely held business. Transitioning ownership...more

Latham & Watkins LLP

All in the Family – Corporate Governance Lessons for Family-Owned Italian Companies

Latham & Watkins LLP on

A look at how privately held and publicly listed Italian companies controlled by families are innovating in corporate governance. Key Points - ..Italy hosts a number of dynamic family-controlled companies (FCCs) that...more

Tucker Arensberg, P.C.

Now is the Time to Review Key Provisions of Business Governance Documents

Tucker Arensberg, P.C. on

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

McGuireWoods LLP

Lawyers For Closely Held Corporations Must Consider The Privilege's Ownership

McGuireWoods LLP on

Every court agrees that when a lawyer represents a corporation, the entity owns the privilege as the "client." But that analysis can be difficult in closely held corporations. In Morristown Heart Consultants, PLLC v....more

Holland & Hart LLP

Minority Shareholders Are Fiduciaries Too

Holland & Hart LLP on

Often, a closely-held company comprises a large portion of a person’s wealth. In some instances, the company initially generated much of the person’s wealth. And in others, the company is formed as a vehicle to pass wealth...more

Nutter McClennen & Fish LLP

Corporation Does not Owe Fiduciary Duty to Shareholders

“Under Massachusetts law,” Judge Salinger observed in Stone v. Remillard, “a corporation does not owe a fiduciary duty to its shareholders.” In support of that blackletter law, Judge Salinger cited to footnote three of Merola...more

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