Overview The Complex Business Litigation Program (“CBLP”) is focused on business, commercial and construction cases with significant dollar amounts in dispute or business or …
Attorney-client privilege means that in litigation, anything you tell your attorney will be held in strict confidence and cannot be disclosed unless there is …
I read an interesting trust litigation case which was decided in the Federal District Court of New Jersey. The case involves the New Jersey …
If you are sued by your business partner because of alleged improper action on your part, what remedy will he or she seek? Many …
By Fredrick P. Niemann, Esq. a NJ Shareholder Lawsuit Attorney As a shareholder of a New Jersey corporation, it is important to understand your …
Shareholder agreements should be essential to every small corporation’s structure. These agreements outline many aspects of corporate government including ownership and voting rights, control …
New Jersey is home to numerous “closely-held” corporations. A closely held corporation is one that consists of a small number of shareholders or owners. …
I have written many times about the importance of having a written shareholder agreement. I encourage you to freshen up your understanding about shareholder …
New Jersey corporations generate funding and cash flow by offering prospective shareholders an investment opportunity with the corporation. There are different ways in which …
I’ve written a lot about closely held companies and the rights of minority shareholders. Closely held corporations are generally businesses that have a small …
Controlling shareholders are in a position to abuse their power over minority shareholders by reducing or eliminating one or more economic benefits of ownership …
A wielding of power by any person or group who controls a corporation may serve to destroy a stockholder’s vital interests and expectations. As …
Let’s discuss legal remedies for oppressive conduct against members of closely-held New Jersey companies. The shareholder oppression doctrine is a statutory and case law …
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, …
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 …
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 …
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 …
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 …
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 …
A strategy for providing some minority shareholder control is to alter the voting requirements for specific decisions to require supermajorities — either on the …
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 …
Shareholders may bind themselves in a shareholder agreement to vote in a specified manner regarding specific matters. Examples might include places on the board …
Cumulative voting is a mechanism for granting minority shareholders rights of participation to corporate decisions. However, this protection is quite limited and may, at …
Minority shareholders usually do not have the voting power to guaranty a spot on the board of directors. A shareholder who is not a …
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 …
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 …
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 …
Part 2 of a 2 Part Series In my first post, I explained in detail the facts leading up to a family shareholder dispute …
Part 1 of a 2 Part Series Small family companies often break apart and family shareholders sue each other. To successfully obtain an injunction …
Shareholders are often employees of their company If they sell their stock they may lose their job The value of being employed should be …
