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
On January 7, 2025, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery issued a post-trial decision in favor of defendant, a private equity fund (the “Fund”), finding that the Fund’s sale of a portfolio...more
1. Types of business entities - Investors may choose from the following forms of corporate structure: - Limited liability company - Joint-stock company - Limited liability partnership - General partnership -...more
Introduction - Cyprus is an EU member state and a common law jurisdiction with a legal system similar to that of the UK. It is located at the eastern end of Europe linking 3 continents, Europe, Africa and Asia and it has...more
The U.S. Small Business Administration's (SBA) Final Rule, which takes effect on Jan. 16, 2025, makes a range of substantive changes to the regulatory regime for small business contractors. Holland & Knight previously...more
1. Types of Business Entities in Costa Rica - The most common types of business entities in Costa Rica are Corporations, known in Spanish as “Sociedades Anónimas” (also referred to as “S.A.´s”), and Limited Liability...more
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
I. Types of Business Entities - 1. Description of the types of entities available - In Chile, there are different types of entities available to establish a business. The most common entities for foreign investment...more
In a lengthy and complex effort, the U.S. Small Business Administration (SBA) issued a final rule on December 17, 2024, that amended many requirements related to small business contracting. As with most rules, there are some...more
Investments in private companies should continue to flourish in 2025 in light of the revenue and EBITDA growth they delivered this year, and this rosy financial outlook is also confirmed by company leaders. According to a...more
1. Introduction - In principle any national citizen or foreign national is allowed to establish a business in Austria. A company is defined as a partnership of at least two persons (exceptions for limited liability...more
Since 1972, the U.S. Securities and Exchange Commission (SEC) has enforced an informal yet impactful provision, Rule 202.5(e) (17 § C.F.R. 202.5(e)), commonly referred to as the “No Admit No Deny” or just “No Deny” policy or,...more
Majority owners of private companies are empowered to exercise control over their businesses, but if they disregard the valid concerns of their minority partners, they may sow the seeds for a divisive business divorce in the...more
Money talks when the majority owners of private companies add new business partners who contribute additional capital. When these investors are high-powered PE firms or high-profile companies, with large balance sheets and...more
This white paper details the significant differences between the Federal Trade Commission’s Proposed Rule and recently issued Final Rule with respect to various premerger reporting requirements under the Hart-Scott-Rodino...more
The Federal Trade Commission (“FTC” or the “Commission”) has announced a final rule (the “Final Rule”) significantly expanding the premerger notification and reporting requirements under the Hart‑Scott‑Rodino Antitrust...more
On 10 October 2024, the Federal Trade Commission (FTC) issued final changes to the rules implementing the Hart-Scott-Rodino Act (HSR). In announcing the final rule, the FTC stated that it is “responding to changes in...more
KEY FACTS OF BANKRUPTCY, INSOLVENCY & REHABILITATION PROCEEDINGS UNDER AUSTRALIAN LAW - Companies - Corporate insolvency in Australia mostly involves a company being placed in liquidation or administration. Companies...more
In a decision dated September 12, 2024, the French Administrative Supreme Court (Conseil d’Etat) applied the principles established a year ago by the same court in the veterinary sector. The ruling was made in a summary...more
Guernsey companies are extremely popular, and are used for a wide variety of purposes. Guernsey companies can be incorporated quickly and a large number of corporate services providers offer day-to-day administration...more
Recently, the Small Business Administration ("SBA") issued a proposed rule, which could significantly alter the status quo for permissible negative control. Impacted small businesses and their minority shareholders and...more
It is axiomatic that directors and officers of a Delaware corporation owe fiduciary duties to stockholders (and the company). Controlling stockholders also owe fiduciary duties. A stockholder is deemed a controller either...more
“It all started when the distributions stopped.” In my travels as a business divorce litigator, I’ve seen many disputes between LLC co-owners that begin with that message. A minority owner is content to remain a “silent...more
Welcome to this 14th annual edition of Summer Shorts. This year’s edition features brief commentary on three recent decisions by New York courts in business divorce cases. The featured cases involve a suit pitting three...more
Conflicts between co-owners in private companies are common, but the vast majority are worked out through dialogue and negotiation. When these internal conflicts cannot be resolved, however, minority investors may file suit...more
To preserve the marketability of a commercial or mixed-use condominium unit sold to a third-party, it may be necessary to include specialized minority owner protection provisions in the condominium declaration for the...more