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Business Ownership Business Litigation

Butler Snow LLP

LLCS & Jurisdictional Allegations in the Fifth Circuit: It’s Membership, not Ownership

Butler Snow LLP on

By now, attorneys practicing in the Fifth Circuit should know that if a case is in federal court on the basis of diversity jurisdiction, they must ensure that the record supports the diversity of citizenship requirement, lest...more

Farrell Fritz, P.C.

Limo Company Shareholders Can't Hitch a Ride in Derivative Litigation

Farrell Fritz, P.C. on

Closely-held business entities come in all shapes and sizes. By definition, under Partnership Law § 10, it takes “two or more” owners to form a general partnership. But corporations and LLCs have no such impediment, ranging...more

Farrell Fritz, P.C.

The Flexible “For Cause” Standard for Director and Officer Removal

Farrell Fritz, P.C. on

Sections 706 (d) and 716 (c) of the Business Corporation Law (the “BCL”) both contain a “for cause” standard for judicial removal of corporate directors and officers. Complaints with claims for judicial corporate director and...more

Farrell Fritz, P.C.

Top 10 Business Divorce Cases of 2023

Farrell Fritz, P.C. on

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

Farrell Fritz, P.C.

“Irreparable Harm” and Injunctions in Close Business Owner Disputes

Farrell Fritz, P.C. on

Injunctions are an indispensable weapon in the business divorce lawyer’s arsenal. Primarily defensive in nature, temporary restraining orders and preliminary injunctions tend to feature prominently at the outset of business...more

Bradley Arant Boult Cummings LLP

Driving Between the Lines: As a Private Company Majority Owner, What Are the Rules for Dealing with Minority Business Partners

The one who has the gold often makes all the rules, but the majority owner of a private company who has minority partners in the business does not have complete freedom, because majority owners owe duties that apply to their...more

Allen Matkins

Gain Without Regard To Profits Does Not A Partnership Make

Allen Matkins on

It does not take much to create a partnership under California's Uniform Partnership Act of 1994, which defines a partnership as "the association of two or more persons to carry on as coowners a business for profit forms a...more

Robson & Robson, P.C.

The Pennsylvania Supreme Court Makes It Harder For Business Owners To Escape Legal Liability By Hiding Behind Corporate Structures

Robson & Robson, P.C. on

“Piercing the corporate veil” is one of those legal terms that makes a legal action seem more romantic than it really is. When a party to a legal dispute attempts to pierce the corporate veil of a corporate adversary, they...more

Robson & Robson, P.C.

PA. Superior Court Channels Spider-Man: Rules That In Business Partnerships, Great Power Comes With Great Responsibility...

Robson & Robson, P.C. on

Business partnerships are built on the trust and loyalty of their participants. Without mutual coordination and honesty among all involved, tensions will inevitably arise that could derail a partnership’s success. The...more

Robson & Robson, P.C.

Claiming Ownership Of A Company? You Better Have The Receipts

Robson & Robson, P.C. on

Over the past few years, the term “receipts” has entered the pop culture lexicon to mean something broader than its traditional definition of a document that acknowledges either the receiving of a product or service, or money...more

Miles Mediation & Arbitration

Mitigate the Damages in Business Divorce Through the Use of ADR

As is true with other relationships, some business relationships do not stand the test of time.  Whether it be the stress caused by weak financial performance, lopsided efforts, differing opinions regarding employees,...more

Farrell Fritz, P.C.

Three Strikes You’re Out: Sebrow Revisited

Farrell Fritz, P.C. on

A year and a half ago, we blogged about a decision in which Bronx County Supreme Court Justice Llinet M. Rosado ruled that a shareholder’s alleged stock transfer through a bequest in his last will and testament was...more

Bradley Arant Boult Cummings LLP

The Minority Shareholder’s Arrows Are Still Sharp in the Quiver: Claims Available to Oppressed Minority Shareholders under Texas...

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

Farrell Fritz, P.C.

Winter Case Notes: Tax Estoppel (Not) to the Rescue and Other Decisions of Interest

Farrell Fritz, P.C. on

The New York Times yesterday published an article entitled Climate Change Enters the Therapy Room discussing persons suffering from “climate anxiety.” As a northeasterner, the frigid, snow-blessed, ground-freezing winter...more

Farrell Fritz, P.C.

The Doctrine of Tax Estoppel in Ownership Status Disputes

Farrell Fritz, P.C. on

Ownership status in a closely-held business is the first and most vital box almost every business divorce petitioner must check....more

Saul Ewing LLP

How can an emergency injunction save your business?

Saul Ewing LLP on

In this episode of "The Entrepreneur Advisor," Partner Steven Malitz of Saul Ewing Arnstein & Lehr’s Litigation Practice discusses how emergency injunctions may be obtained and used as a tool to protect business interests....more

Farrell Fritz, P.C.

Betting the Farm On An Oral Partnership Agreement

Farrell Fritz, P.C. on

The Cummins Nursery in upstate New York grows, harvests, plants, and grafts fruit trees — mainly apple trees — which along with scions and rootstocks it sells by the tens of thousands each year. There’s also a farm stand and...more

Farrell Fritz, P.C.

It Takes Two to Remove a Tiebreaker

Farrell Fritz, P.C. on

“I don’t get no respect” was a famous Rodney Dangerfield comedy routine. It also could be ascribed albeit less comedically to tiebreakers assigned the often thankless task of resolving deadlock between 50/50 owners or...more

Farrell Fritz, P.C.

An Extreme Case of Petitioner’s Remorse

Farrell Fritz, P.C. on

Many business divorce practitioners are familiar with a phenomenon one might call “petitioner’s remorse” – an often abrupt abandonment of one’s desire to dissolve a closely-held business entity when the opposing party...more

McDermott Will & Emery

[Webinar] Startup-Woche Düsseldorf | Legal FAQs: Die wichtigsten Fragen & Antworten - September 17th, 10:00 am - 11:30 am CET

Welche rechtlichen Stolpersteine solltest du beim Gründen und Wachsen beachten? Bei unserem Online-Seminar „Legal FAQs: Die wichtigsten Fragen & Antworten“ stehen dir unsere Experten Rede und Antwort. Auch 2020 ist McDermott...more

McDermott Will & Emery

[Webinar] Startup Week Düsseldorf | Legal FAQs: The most important questions & answers - September 17th, 10:00 am - 11:30 am CET

What legal stumbling blocks should you be aware of when founding and growing? Our experts are available to answer your questions at our online seminar “Legal FAQs: The most important questions and answers”. In 2020,...more

Farrell Fritz, P.C.

Disputes Over Member Status Continue to Roil the LLC Waters

Farrell Fritz, P.C. on

I don’t know if empirical studies have been done comparing the relative frequency or ratio of disputes and litigation over member status in LLCs versus shareholder status in close corporations. My impression as an avid...more

Farrell Fritz, P.C.

No Prize for Nobel Laureate in Fight for Bigger Stake in Biotech Company

Farrell Fritz, P.C. on

The Nobel Prize symbolizes the apex of human achievement in the arts and sciences. It is no guarantee, however, that its recipients are equally adept when it comes to their own business endeavors....more

Farrell Fritz, P.C.

Corporate Frankenstein “Partnership to Form a Corporation” Lives Another Day

Farrell Fritz, P.C. on

Lawyers are famous for arguing seemingly inconsistent positions at the same time. We practitioners lovingly refer to the technique as “arguing in the alternative.” The famous Texas trial lawyer, Richard “Racehorse” Haynes,...more

Robins Kaplan LLP

The Second Circuit Joins the Split by Allowing Attorneys’ Fees under FRCP 41

Robins Kaplan LLP on

In the midst of reviewing the propriety of derivative representation under New York law, the Second Circuit joined a fray among its sister Circuits by allowing the recovery of attorneys’ fees under FRCP 41(d)....more

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