Have I Been Oppressed by the Majority Shareholders?
Minority shareholders in small, closely held corporations (under 25 shareholders) can be frozen out of discussions regarding the company’s future by the majority shareholders, …
Is There a Legal Remedy to a Minority Shareholder Without a Finding of Shareholder Oppression?
I’ve written extensively about minority shareholder oppression. Sometimes there is abusive and unfair conduct by a co-shareholder(s) that do(es) not legally qualify as shareholder …
Shareholder Agreements Protect Minority Shareholders From Oppressive Conduct – Price/Book Value
Most commonly, Buy-Sell agreements provide for a purchase of shares based on book value. Book value is the difference in value between the assets …
Shareholder Agreements Protect Minority Shareholders From Oppressive Conduct – Buy-Out Mechanisms and Their Limitations
The most useful mechanism in a shareholder agreement for dealing with shareholder oppression is a well-written Buy-Sell provision. Because shareholders in closely-held corporations have …
Shareholder Agreements Protect Minority Shareholders From Oppressive Conduct – Required Dividends
The most straight-forward way of protecting a minority shareholder’s economic stake in a closely-held corporation is to require the payment of dividends. In most …
Shareholder Agreements Protect Minority Shareholders From Oppressive Conduct – Employment Agreements
A primary claim for shareholder oppression is termination of employment. “A minority shareholder’s loss of employment within a closely held corporation can be particularly …
Shareholder Agreements Protect Minority Shareholders From Oppressive Conduct – Adopting the Supermajority Voting Requirement
A strategy for providing some minority shareholder control is to alter the voting requirements for specific decisions to require supermajorities — either on the …
Shareholder Agreements Protect Minority Shareholders From Oppressive Conduct – Establishing Classes of Shares to Protecting Minority Shareholders
A tool for maintaining a minority shareholder’s ability to have some control over the corporation is to issue different classes or series of shares …
Shareholder Agreements Protect Minority Shareholders From Oppressive Conduct – Voting Agreements
Shareholders may bind themselves in a shareholder agreement to vote in a specified manner regarding specific matters. Examples might include places on the board …
Shareholder Agreements Protect Minority Shareholders From Oppressive Conduct – Cumulative Voting
Cumulative voting is a mechanism for granting minority shareholders rights of participation to corporate decisions. However, this protection is quite limited and may, at …
Shareholder Agreements Protect Minority Shareholders From Oppressive Conduct – Guaranteed Directorships to a Minority Member
Minority shareholders usually do not have the voting power to guaranty a spot on the board of directors. A shareholder who is not a …
Shareholder Agreements Can Address Specific Oppressive Conduct and Their Limitations
Minority shareholders in a closely-held corporation may (should) try to protect themselves against the actions of the majority by including protective provisions in their …
Recent NJ Cases Involving Shareholder Agreements Offer Much Guidance to Counsel and Clients – Part 2 of 2
Facts of the Case This case involved a closely-held corporation with four equal shareholders, in which three of the shareholders ceased paying salary to …
Recent NJ Cases Involving Shareholder Agreements Offer Much Guidance to Counsel and Clients – Part 1 of 2
Case 1 I’ve written often about the importance of having legal disputes resolved by the courts in NJ. Our law states that “Subject to …
Shareholder Disputes and Family Companies; NJ Business Laws Provide Remedies (Part 2)
Part 2 of a 2 Part Series In my first post, I explained in detail the facts leading up to a family shareholder dispute …
Shareholder Disputes and Family Companies; NJ Business Laws Provide Remedies (Part 1)
Part 1 of a 2 Part Series Small family companies often break apart and family shareholders sue each other. To successfully obtain an injunction …
Understanding the “Economic Value” of Being Employed When Stock is About to be Purchased By a Co-Shareholder
Shareholders are often employees of their company If they sell their stock they may lose their job The value of being employed should be …
Read This Trial Brief Involving a Hotly Contested Family Business Lawsuit (Part 2 of 2)
In Part 1 of this article, I discussed the contents of an actual legal brief used by Hanlon Niemann & Wright in a shareholder, …
Read This Trial Brief Involving a Hotly Contested Family Business Lawsuit (Part 1 of 2)
Business and Corporate litigation cases are interesting. This article includes the contents of an actual legal brief used by Hanlon Niemann & Wright in …
Can a Shareholder With a Minority Ownership Interest in a New Jersey Company Be Fired?
• Shareholders are often employees of the company they own • Majority Shareholder will sometimes “fire” and dismiss a minority shareholder as an employee …
Online Business Reputation and Defamation Cases: Part 5 ON APPEAL
By Fredrick P. Niemann, Esq. of Hanlon Niemann & Wright, a Freehold, NJ Business Litigation Attorney In this 5 part series, I have discussed …
Online Business Reputation and Defamation Cases: Part 4 Breach of Contract Cause of Action: Trial Level
By Fredrick P. Niemann, Esq. of Hanlon Niemann & Wright, a Freehold, NJ Business Litigation Attorney In this series I have discussed a case …
Online Business Reputation and Defamation Cases: Part 3 The Defamation Cause of Action: Trial Level
By Fredrick P. Niemann, Esq. of Hanlon Niemann & Wright, a Freehold, NJ Business Litigation Attorney Previously in this series I discussed the dissolution …
Online Business Reputation and Defamation Cases: Part 2 Overview of Evidence and Pre-Trial Motion
By Fredrick P. Niemann, Esq. of Hanlon Niemann & Wright, a Freehold, NJ Business Litigation Attorney In Part 1 of our series, we learned …
Online Business Reputation and Defamation Cases: Is there a Legal Remedy for Business Reputation Defamation? Part 1
By Fredrick P. Niemann, Esq. of Hanlon Niemann & Wright, a Freehold, NJ Business Litigation Attorney Often landlords and tenants have problems with each …
Every NJ Shareholder is a Fiduciary to Their Fellow Shareholders
By Fredrick P. Niemann, Esq. a NJ Shareholder Lawsuit Attorney As a shareholder of a New Jersey corporation, it is important to understand your …
Common Stock vs. Preferred Stock: What is the Difference?
By Fredrick P. Niemann, Esq., a NJ Shareholder Attorney Purchasers of stock in a corporation all have shareholders rights. These rights differ depending on …
Different Types of Ownership in NJ Corporations
By Fredrick P. Niemann, Esq., a NJ Shareholders Attorney New Jersey corporations create funding and cash flow by offering prospective shareholders an investment opportunity …
A SHAREHOLDER LAWSUIT CAN GET YOU MORE THAN JUST MONEY!
By Fredrick P. Niemann, Esq. a New Jersey Shareholder Lawsuit in New Jersey Attorney If you are sued by your business partner because of …
As a Shareholder of a NJ Family-Owned Corporation, Should You Consider Bringing in Independent Directors?
By Fredrick P. Niemann, Esq., a NJ Shareholders Attorney As more family businesses are established in New Jersey and across the country by ambitious …
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