Episode 24: Corporate Oppression Doctrine Meets Sex Discrimination: A Conversation with Professor Meredith Miller
Episode 23: LLCs as They Approach the 50-Year Milestone: A Conversation with Professor Susan Pace Hamill
Litigation developments: core M&A and corporate governance doctrines
PODCAST: Williams Mullen GovCon Perspectives - Why Was My SWaM Certification Denied, and What Can I Do?
Episode 8: Minority Oppression in the LLC: Interview With Professor Douglas Moll
Episode 10: The Marketability Discount Revisited: Interview with Greg Barber
The M&A Word of the Day® from the Book of Jargon® – Global Mergers & Acquisitions Is Squeeze Out
Occasionally, we come across court cases in which the majority owners so egregiously mistreated their minority co-owners that it’s difficult not to write about it — if only as a lesson in what not to do to separate oneself as...more
There are many ways that an owner of a closely-held business can use their superior financial resources to gain an advantage over their co-owners in a dispute. One common way is the use of a capital call provision to dilute...more
You represent a minority shareholder of a closely-held corporation and the company is having an off year. The majority shareholder is the sole member of the board and serves in every officer position. She draws significant...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
Of late I’ve been ruminating on New York’s membership in the shrinking pool of states that don’t recognize oppression of an LLC minority member by the controlling members or managers as ground for judicial dissolution....more
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
The prior discussion, Determining a Remedy After Oppression or Breach of Fiduciary Duty (Part 4), presented a listing of the potential remedies on a finding of a breach of duty and oppression. Frequently, the animosity among...more
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
Many Texas lawyers and their private company clients continue to refer to the claim for shareholder oppression as if it remains a viable cause of action under Texas law. And yet, for all practical purposes, the claim for...more
Almost five years have passed since the Texas Supreme issued its decision in Ritchie v. Rupe in 2014 abolishing shareholder oppression as a claim under common law by minority shareholders in private Texas companies....more
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
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
In Herring Bancorp, Inc. v. Mikkelsen, a corporation acquired a majority of the outstanding shares of preferred stock by “repurchasing” those shares in accordance with the articles of incorporation, including the shares owned...more
Stockholders in closely held corporations often operate their companies as if they were partnerships. Does that mean that the stockholders, like partners, owe fiduciary duties to each other?...more