Making the Lawyer-Client Relationship Work in Challenging Litigation – Speaking of Litigation Video Podcast
Prelude to the Business Court and 15th Court of Appeals: More Questions Than Answers | Tyler Talbert | Texas Appellate Law Podcast
Navigating Corporate Divorce With Michael Einbinder
Business Courts and Other Highlights of the 88th Texas Legislature | Jerry Bullard | Texas Appellate Law Podcast
Physician Partnership Agreements: Setting Yourself Up for Success
An Inside Look as a Juror - FCRA Focus Podcast
I Wish I Knew What I Know Now: Conversations with AGG on FDA Issues - Business Divorces in the Food and Supplements Space
How can an emergency injunction save your business?
Law Brief ®: Alan Gaynor and Richard Schoenstein Explore Business Divorce
Navigating the LLC Jungle - I Know a Lawyer Podcast
Episode 5: Business Divorce, Delaware Style
CorpCast Episode 7: Better Know a Judge: the Honorable Mary M. Johnston of the Delaware Superior Court
Paths to Dispute Resolution
What is arbitration?
Should any business sign a contract that includes an arbitration clause?
How This Investment Firm Hopes to Revolutionize Litigation in America
“Under any standard of value, the true economic value of a business enterprise will equal the company’s accounting book value only by coincidence . . .” says the late business valuation expert and author Shannon Pratt. So...more
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
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
The books and records demand often is the opening act in business divorce litigation. The relatively low burden that an owner must meet in order to obtain access to a company’s books and records, and the availability of an...more
The corporation of which you are a shareholder just sent you notice that it plans to merge with another corporation. And although the other existing shareholders will have their shares exchanged for shares of the new...more
In Bhatnagar v. Cresco Labs Inc., 2023 ONCA 401, the Ontario Court of Appeal elaborated on the Supreme Court’s decision in C.M. Callow Inc. v. Zollinger, 2020 SCC 45 (“Callow”) and clarified that a breach of the contractual...more
That was the interesting, infrequently-litigated question addressed in a recent decision by Manhattan Commercial Division Justice Melissa A. Crane. Simon v FrancInvest, S.A. (2023 NY Slip Op 32422[U] [Sup Ct, NY County...more
In the menagerie of closely held companies, those owned and controlled by 50/50 business partners pose unique benefits and challenges. On the benefit side, co-equal ownership and control can foster cooperation,...more
I previously wrote that one of the most difficult periods in the lifecycle of a closely held business is the period following the death of an owner, due to the tension between the remaining owners wishing to continue the...more
By: Jeffrey M. Haber The internal affairs doctrine is a “conflict of laws principle which recognizes that only one State should have the authority to regulate a corporation’s internal affairs—matters peculiar to the...more
Choice-of-law questions in shareholder derivative lawsuits venued in New York courts involving out-of-state or international entities can be confoundingly difficult, even for appeals court judges....more
Occasionally, we come across post-trial decisions with such scathing rebuke of one side that it’s difficult to imagine why the loser ever chose to take the case to trial. O’Mahony v Whiston is a perfect example....more
There is arguably no more prevalent legal claim in business divorces than a claim of breach of a fiduciary duty. Simply put (and I do mean simply), when one person owes a fiduciary duty to another, the person with the duty...more
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
Last month, we tackled Pennsylvania’s “universal” demand requirement. As a refresher, unlike many states, Pennsylvania will not excuse the shareholder of a company who wants the company to sue its executives or directors from...more
In Pennsylvania, Manufactured Deadlocks are Unlikely to Trigger Judicial Dissolution - In disputes among the owners of a closely held company, involuntary judicial dissolution is the nuclear option....more
This blog frequently covers cases considering a shareholder’s request to dissolve a corporation under New York’s oppression-based corporate dissolution statute, BCL 1104-a. That statute allows a shareholder to petition for...more
The pictured architectural rendering of the sunlit Kings County Supreme Courthouse at 360 Adams Street, completed in 1957, doesn’t quite capture the reality of its dour, hulking presence in downtown Brooklyn. Its design...more
British Virgin Islands (“BVI”) companies are widely used as corporate vehicles for joint ventures in Asia, especially at their pre-listing stage. There are over 450,000 active BVI companies set-up by users around the world....more
The anomalously named California Uniform Partnership Act of 1994 specifies when a partner in a general partnership "dissociates". Cal. Corp. Code § 16601. Upon dissociation, a general partner loses the right to participate...more
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
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
LLC enabling legislation swept the country in the late 1980s through the mid 1990s. By the turn of the century we saw a trickle of litigation working its way through the courts involving disputes among LLC co-owners. A decade...more
There are countless New York corporations in which the owners are equal 50/50 shareholders and co-members of a two-member board. Where one sues the other for judicial dissolution, and the ground for dissolution is “deadlock”...more
As many of us learned early in life, Ice Cube has found out that it’s always better to get the money up front. In 2017, Ice Cube co-founded the Big3 basketball league, which features 8 teams playing a 10 week season of...more