“Monsters, Inc.” y el buen gobierno corporativo
Marketing Minute Video with NP Strategy: Mastering Stakeholder Engagement
Conflictos de interés en Colombia, nueva regulación
Announcing Troutman Pepper's New Payments Pros Podcast! - The Consumer Finance Podcast
The Fundamentals of Shareholder Litigation
How ESG and Election Law Intersect: Putting the ‘S’ in ESG
Taking the Pulse, A Health Care and Life Sciences Video Podcast | Episode 143: Paul Sheils, CEO, Fluent
Podcast: The Legal Battle Over Mifepristone - Diagnosing Health Care
The Informed Board Podcast | How the SEC Is Making it Harder To Exclude Shareholder Proposals and What This Means for ESG This Proxy Season
The Informed Board Podcast | Pass-Through Voting: Empowering Shareholders or Increasing the Influence of Proxy Advisors?
Morgan Horvitz of Galloway on gaining attorney engagement in key marketing and BD programs - Passle's CMO Series Podcast
Podcast: Direct Access Laboratory Testing: Navigating the Regulatory Landscape – Diagnosing Health Care
Leveraging Data and Technology to Achieve Scalable Food Service
In the Boardroom With Resnick and Fuller - Episode 4
Legal Alert | DOL Opens ESG Door: What Does It Mean for Plan Fiduciaries?
This Am Law 150 partner's niche blog helped him build a seven-figure book of business - Legally Contented Podcast
In the Boardroom With Resnick and Fuller - Episode 1
Change of Control: Golden Parachute Rules in the Sale Process
10 Things Lawyers Should Know About BVI Transactions
Litigation developments: federal forum provisions
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
Limited liability companies (LLCs) offer significant tax flexibility – for one thing they can elect to be treated as disregarded entities, partnerships, C corporations, or S corporations, and can even shift between those tax...more
Some years are easier than others to select the most significant business divorce cases. In this, the 16th year I’ve published this top-10 list, the task is made especially difficult by a veritable flood of court decisions...more
New York courts are not in the vanguard when it comes to devising less drastic, alternative remedies in LLC judicial dissolution cases. In their defense, there’s nothing in Article 7 of New York’s LLC Law that expressly...more
Welcome to the 13th annual edition of Summer Shorts. This year’s edition features brief commentary on five recent decisions by New York courts in a variety of business divorce cases involving equitable contribution among...more
In litigation, the plaintiff must include as parties to the action all persons or entities whose interests are so directly involved that the court cannot render a fair adjudication in their absence. If the plaintiff fails to...more
A dispute between co-owners of a trampoline park in Asheville came before the Business Court, appropriately enough, on defendants’ motion to bounce plaintiffs’ claims regarding misappropriation of funds. In Bivins v....more
Before allowing the inspection of corporate books and records, Delaware courts require a shareholder seeking information about possible mismanagement to come forward with evidence demonstrating a reasonable basis to suspect...more
Welcome to this 11th annual edition of Summer Shorts! This year’s edition features brief commentary on half a dozen business divorce cases of interest from across the country. ...more
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
It’s not unusual to find buy-out provisions in shareholder and operating agreements that commit the pricing of the buy-out to the “final and binding” determination of one or more appraisers. The same agreements also may...more
Professor Stephen Bainbridge recently wrote on whether operating agreements of limited liability companies are subject to the Statute of Frauds. He notes "In a majority of states, the operating agreement may be written or...more
Oral agreements – and oral modifications of written agreements – are a constant source of litigation in business divorce cases. Alleged oral agreements are subject to attack based upon legal enforceability – as well as their...more
One of the hallmarks of limited liability companies ("LLCs") is that members of an LLC ordinarily do not owe fiduciary duties to each other or to the company itself. Generally speaking, a fiduciary duty is an obligation...more
Dean Joshua Fershee at Creighton University School of Law has had a habit of pointing out judicial confusion of limited liability companies and corporations. See LLCs Still Not Corporations, Even In Class Action Settlements....more
Three recent court decisions from three different states — New York, Pennsylvania, and Alabama — add to the rogue’s gallery of valuation cases stemming from poorly conceived and/or poorly implemented buy-sell agreements among...more
In this episode of Verrill Voices: Lawyers on Tap, Verrill Dana attorneys Jennifer Green and Jonathan Dunitz discuss the importance of entity formation to the overall success of a brewery business, and the differences between...more
Aloha Power Company LLC v. Regenesis Power LLC, C.A. 12697-VCMR (Dec. 22, 2017) - This books and records decision addresses inspection rights granted under an LLC agreement. It also is useful as a reminder that a mere...more
What makes a shareholder a shareholder? What makes an LLC member a member? The simplicity of the questions belies the difficulties and endlessly unique fact patterns encountered in case after case involving close...more
It is pretty common to think that limited liability company members have similar rights as shareholders in a corporation. But they don't, (although in some respects the rights afforded to LLC members may be better). The...more
A recent decision by Judge F. Dennis Saylor of the U.S. District Court for the District of Massachusetts, Butler v. Moore, C.A. No. 10-10207-FDS U.S. Dist. LEXIS 39416 (D. Mass. Mar. 26, 2015), offers an example of how...more
Good business planning involves owners of the company developing and entering into a shareholders agreement, operating agreement or partnership agreement (owners agreement). A good owners agreement will allow the owners to...more