Bar Exam Toolbox Podcast Episode 269: Listen and Learn -- Creation of Partnerships
An Alternative to Consolidations: Key Considerations for Management Services Organizations
Succession Planning to Safeguard Your Law Firm’s Future: On Record PR
Physician Partnership Agreements: Setting Yourself Up for Success
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Strategic Restructuring for the Future, Putting a Plan Into Action: A Conversation With Gloria Brooks on Building End-of-Life Partnerships
Into the Future: Modern Partnerships in Health Care Construction Delivery
NGE On Demand: Profits Interests: Granting & Receiving with Patty Cain and Josh Klein
PODCAST: Williams Mullen's Trending Now: An IP Podcast - Cause Marketing: Do’s and Don'ts
Navigating the LLC Jungle - I Know a Lawyer Podcast
Sitting with the C-Suite: Managing the Merger and Looking Toward the Future
Sitting with the C-Suite: Finding the Right Fit
Sitting with the C-Suite: AI as the Future of eDiscovery
Sitting with the C-Suite: Reveal's Acquisition of NexLP – Making Bold Moves by Leading with AI
Episode 021: Member Liquidity, Default Rules, and the Corporate-ization of LLCs: A Conversation with Dean Donald J. Weidner
Assessing the PE Partner’s Experience, Financial Track Record, and Culture: Critical Consideration #5 - Thought Leaders in Health Law Video Series
Videocast: Section 45Q Carbon Capture and Sequestration (CCS) credit
Roetzel HealthLaw HotSpot: Optimizing Your Practice for Sale
Podcast: Tax Reform and Its Impact on Exempt Organizations, One Year In
[WEBINAR] Laying the Foundation for Maximizing Benefits Around Emerging Technologies
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
Just a few weeks ago, I commented on a recent uptick in disputes centered on the breakup of professional services firms. In those disputes, we expect that the demands of the legal, accounting, and medical professions draw...more
As a business trial lawyer representing private company owners and investors in business divorce disputes and civil litigation for many years, my experience teaches that business partners should approach litigation with...more
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
Picture a renowned winery in the heart of Napa Valley that has built its reputation on a trademark that connoisseurs associate with exceptional quality. This trademark, a symbol of years of hard work and dedication,...more
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
One need not peruse the pages of this blog for long to learn that its authors strongly advise against entering into an owners’ agreement that calls on the members to “annually” (or worse, “regularly”) update a critical aspect...more
While no one enters a partnership expecting it to end in divorce, no one is immune to failure. In the world of business, partnerships can sometimes mirror the complexities of personal relationships. Often, it is the “we’ve...more
The authors of this blog have a special affinity for fair value appraisal proceedings. The narrow hearings—where the sole issue before the court is the fair value of an owner’s interest in a business—require attorneys and...more
Someday, perhaps, I’ll find the comedic inspiration to come up with a joke that begins, “An LLC, a partnership, and a close corporation walk into a bar . . ..” Until then, I’ll have to satisfy myself with writing about an...more
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
Private growth companies have ups and downs – only rocket ships tend to go straight up. Therefore, it can be difficult for an investor holding a minority stake in a private company to know whether a challenging time for the...more
One of the pleasures of being a litigator is that we constantly learn. The pleasure multiplies as a law blogger, where articles we write inspire litigation arguments, and litigations we fight inspire articles....more
Some of the most complex and hotly-contested business divorce litigation arises from the dissolution of law firms. Perhaps law firm dissolutions are prone to litigation because many are organized as partnerships or LLPs, and...more
It is an old saw that partners, co-venturers, and insiders to closely held businesses owe fiduciary duties of loyalty and due care when dealing with one another. Importantly, these fiduciary duties modify the common law of...more
Ownership status in a closely-held business is the first and most vital box almost every business divorce petitioner must check....more
Unless you’ve been living under a rock, you’ve probably heard that a little over two months ago, New York State Governor Andrew M. Cuomo signed legislation reform advocates and stoners alike have dreamt of for decades,...more
When establishing a multi-member limited liability company, it is important to plan for the worst. It may seem cynical to think about the end before the beginning, but every company has a half-life. And while relationships at...more
In Adam v. Marcos, an attorney and his client agreed to a joint venture/partnership. No. 14-18-00450-CV, 2021 Tex. App. LEXIS 2060 (Tex. App.—Houston March 18, 2021, no pet. history)....more
In TSA-Tex. Surgical Assocs., L.L.P. v. Vargas, one partner sued his other partners for various claims regarding the defendants attempt to squeeze the plaintiff out of the partnership. No. 14-19-00135-CV, 2021 Tex. App. LEXIS...more
Parties often begin a business together without thinking through all of the legal details that define their rights. When they eventually divorce, they need to resort to the language in agreements that they entered into and...more
Business divorce clients often arrive in the throes of a crisis, complaining of co-owners siphoning, diverting, depleting, or denying access to company assets and resources for their own personal use or for the benefit of a...more
In Jacobs v Cartalemi, now the leading case on the subject of LLC member withdrawal (which our firm had the pleasure of litigating), the Appellate Division – Second Department repeated a well-established principle of law:...more
With apologies to the King James Bible, what the Manhattan real estate market giveth, a poorly conceived partnership agreement taketh away. It’s the best explanation I can offer for three successive lawsuits lasting almost...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