Shareholders, Contract Terms, Business Litigation

UK Corporate Briefing - May 2025

BCLP on 5/6/2025

Welcome to the Corporate Briefing, where we review the latest developments in UK corporate law that you need to know about....more

New York Top Court’s Advice to Prospective Investors in Delaware LLCs: Pay Close Attention to Controller’s Power to Amend LLC...

Farrell Fritz, P.C. on 3/3/2025

Opinions by the Court of Appeals, New York’s highest court, construing the state’s LLC Law enacted 30 years ago are almost but not quite as rare as hen’s teeth. The great majority of important rulings under the statute...more

Chancery Says Litigation Privilege No Shield Against LLC Interest Repurchase

Morris James LLP on 2/26/2025

Seva Holdings Inc. v. Octo Platform Equity Holdings, LLC, C.A. No. 2022-0437-PWR (Del. Ch. Aug. 29, 2024) - In deciding limited cross motions for summary judgment, the Court of Chancery held that the absolute litigation...more

Chancery Finds that the Plaintiff Successfully Pled Breach of Contract for Milestone Payments

Morris James LLP on 2/19/2025

Medal v. Beckett Collectibles, LLC, C.A. No. 2023-0984-VLM (Del. Ch. Aug. 22, 2024). In denying a motion to dismiss, the Court of Chancery held that the plaintiff pled reasonably conceivable claims for breach of...more

SCOTX Ruling Confirms Individual Liability for Corporate Owners Who Commit Torts

Hicks Johnson on 1/15/2025

In Texas, as most other states, it is long settled that corporate agents are personally liable for their own tortious or fraudulent conduct—even if the conduct was done in their capacity as a corporate agent. Section 21.223...more

Can a Shareholder Be Oppressed After Ceding Control? Oppression, Reasonable Expectations, and Contractual Formalism

Farrell Fritz, P.C. on 1/13/2025

One of the first business divorce cases that I participated in as a young litigator was a lengthy arbitration over whether a minority shareholder was oppressed under BCL 1104-a. With those fond memories, evolution of the...more

Enforcing the Guardrails on Transactions Involving Interested Directors of Close Corporations

Farrell Fritz, P.C. on 2/26/2024

In my business divorce practice I deal with many closely held corporations that have only a few or perhaps just two shareholders, each of whom is actively involved in running the business. Within that category are many...more

Superior Court: Yes, We Actually Mean Actual Authority for an Actual Settlement of a Civil Case

Marshall Dennehey on 7/10/2023

Driscoll and King were partners in a venture operating a restaurant. Their relationship soured, and so as not to sour matters for their customers, they sought to separate amicably. The deal was to be that King would buy out...more

First Department Recognizes Cause of Action for Specific Performance of LLC Member Voting Agreement

Farrell Fritz, P.C. on 4/10/2023

In 1941, two of the three shareholders of Ringling Bros.-Barnum & Bailey Combined Shows, Inc. entered into an agreement stating that they would vote their combined 630 of the outstanding 1000 shares of Ringling Bros. stock...more

Litigating Minority Shareholder Rights - Presentation

Winstead PC on 9/8/2021

David F. Johnson presented his paper “Business Divorce: Minority Shareholder Rights In Texas” to the State Bar of Texas’s Business Disputes Course on September 2-3, 2021. This presentation addressed shareholder oppression...more

When It Comes to Transfers of Ownership Interests, Where There’s a Will There’s Not Always a Way

Farrell Fritz, P.C. on 8/9/2021

My partner Frank McRoberts recently posted about two New York cases, one involving an LLC and the other a close corporation, in which the courts resolved conflicts between, on the one hand, provision in the...more

Summer Shorts: Partnership Appraisal and Other Recent Decisions of Interest

Farrell Fritz, P.C. on 8/13/2018

The dog days of August are upon us, a perfect time as I do each year to offer vacationing readers some lighter fare consisting of summaries of a few recent decisions of interest involving disputes between business co-owners....more

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