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Minority Shareholders Family Businesses

Farrell Fritz, P.C.

Summer Shorts: An Unusual Application of LLC Law § 608 and Other Decisions of Interest

Farrell Fritz, P.C. on

Welcome to this 14th annual edition of Summer Shorts. This year’s edition features brief commentary on three recent decisions by New York courts in business divorce cases. The featured cases involve a suit pitting three...more

Farrell Fritz, P.C.

Eastland Redux: Do Close Corporation Shareholders Have a Direct Claim Against Directors For Taking Disguised Distributions?

Farrell Fritz, P.C. on

Earlier this year, using as a springboard the Maryland intermediate appellate court’s decision in Eastland Food Corp. v Mekhaya, I posted about a topic on which there’s little or no New York law, viz., whether a complaint for...more

Fox Rothschild LLP

Divorce Litigation “Outside the Box”

Fox Rothschild LLP on

One of the many frustrations of practicing family law is that there is rarely, if ever, a decisive victory. Divorce is about doing “equity” and that rarely means a result where the Court finds that one side “wins” and the...more

Farrell Fritz, P.C.

Minority Shareholder’s Petition to Dissolve Seltzer Business Loses Its Fizz

Farrell Fritz, P.C. on

In 1950, Sam Hoffman and his two sons, Hyman and Melvin, founded Brooklyn-based Cornell Beverages, Inc. to manufacture and distribute seltzer. Those were the days when “seltzer men” made weekly home deliveries of cases of...more

Davis Wright Tremaine LLP

Shareholder Oppression in Washington State: How Corporate Actions Can Have Serious Consequences

The closely held nature of a family business means there is often a single controlling shareholder or a controlling shareholding group, making it important for shareholders in family businesses to be aware of the legal...more

Holland & Knight LLP

Duties Among Members of Closely Held Businesses - Current Issues in Closely Held Businesses Series: Part 1

Holland & Knight LLP on

During the COVID-19 pandemic and shelter-in-place orders, many topics arose related to disputes among members of closely held businesses. When the interests of the owners diverge and litigation results, a variety of issues...more

Farrell Fritz, P.C.

Top Ten Business Divorce Cases of 2019

Farrell Fritz, P.C. on

This year’s list offers a good mix of business entities: six involve disputes among LLC members, two involve law firms organized as limited liability partnerships, one involves an accounting firm organized as a professional...more

Farrell Fritz, P.C.

Winter Case Notes: Oppression of the “Gifted” Minority Shareholder and Other Recent Decisions of Interest

Farrell Fritz, P.C. on

Notwithstanding we’ve had no more than a dusting of snow thus far in my downstate New York neck of the woods, welcome to another edition of Winter Case Notes in which I visit my backlog of recent court decisions of interest...more

Farrell Fritz, P.C.

Top Ten Business Divorce Cases of 2018

Farrell Fritz, P.C. on

I’m very pleased to present my 11th annual list of this past year’s ten most significant business divorce cases. This year’s list includes four important appellate decisions, including one likely to stand as a landmark...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

Farrell Fritz, P.C.

Does This Decision Put the Brakes on Non-Unanimous Amendments to Operating Agreements?

Farrell Fritz, P.C. on

Much digital ink has been spilled on this blog and elsewhere (Tom Rutledge’s terrific article can be read) concerning the ability of LLC controllers to adopt or amend an operating agreement without the consent of all members....more

Farrell Fritz, P.C.

Stock Pledge Agreement Defeats Minority Shareholder’s Standing to Sue for Statutory But Not Common-Law Dissolution

Farrell Fritz, P.C. on

Last week, this blog wrote about a decision by Manhattan Commercial Division Justice Saliann Scarpulla in the burgeoning Yu family melee, in that case pitting one brother against the other and their sister over dissolution of...more

Farrell Fritz, P.C.

And the Award For Most Oppressive Conduct By a Majority Shareholder Goes to . . .

Farrell Fritz, P.C. on

Over the years I’ve litigated and observed countless cases of alleged oppression of minority shareholders by the majority. Oppression can take endlessly different forms, some more crude than others in their execution, some...more

Farrell Fritz, P.C.

An Oppression How-To: Revoke Employment, Profit Sharing and Control

Farrell Fritz, P.C. on

An earlier post on this blog, examining a post-trial decision in Matter of Digeser v Flach, 2015 NY Slip Op 51609(U) [Sup Ct Albany County Nov. 5, 2015], described the minority shareholder’s dissolution claim under Section...more

Cozen O'Connor

Valuation Discounts at Risk

Cozen O'Connor on

Yogi Berra used to say, “A nickel ain’t worth a dime anymore.” But a dime may be worth a nickel ... at least for the time being. Valuing interests in family-controlled entities is a challenging process, and an area where...more

Katten Muchin Rosenman LLP

Texas Supreme Court Denies Minority Shareholder’s Oppression Claims

On June 20, the Texas Supreme Court ruled that courts are not authorized to order closely held corporations to buy out a minority shareholder’s interests under state law, and that no common-law cause of action exists for...more

Porter Hedges LLP

Business Litigation Alert: Texas Supreme Court Update - New Ruling Restrains Minority Shareholder Oppression Claims

Porter Hedges LLP on

The Texas Supreme Court recently issued its decision in Ritchie v. Rupe, a case that essentially eliminates the continuing viability of claims for minority shareholder oppression in Texas. The case involved a dispute over a...more

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