The truth about business divorce litigation in New Jersey is that most of them result in some sort of buyout. An entire (expensive) litigation often takes place over related and critical issues, such as who will be the buyer and who will sell; valuation issues, including (sometimes) the valuation date; and the equalization of money (such as when one side has paid itself too much). » Read More
Even after nearly three decades of handling shareholder disputes, every so often I get a case that presents new challenges and never-before-seen issues. Last week, we were able to declare victory in one such case when my partner, Andrew Linden, and I successfully moved to dismiss a corporate governance case involving an Indian Temple on First Amendment grounds. » Read More
Shareholder oppression – at least in New Jersey – does not necessarily mean you must prove that your business partner is acting maliciously. In fact, he could be a wonderful human being who honestly believes that he is doing the right thing for the business at all times and would never intentionally hurt you or the business. » Read More
When majority owners of a closely-held business engage in conduct that constitutes shareholder oppression, it comes in all shapes and sizes. One wrongful act that seems to be occurring more frequently is the creation of a competing company that excludes one or more minority shareholders. » Read More
There appears to be an uptick in the filing of meritless corporate shareholder and LLC member oppression claims in New Jersey. Not everything that majority shareholders do that upsets a minority owner is worth spending legal fees to pursue.
When the only allegations one can make are a failure to keep an absentee shareholder fully informed of all business transactions, and a failure to obtain that minority shareholder’s consent to such transactions, that alone is rarely a recipe for successful litigation. » Read More
Years ago, oppressed minority shareholders in New Jersey corporations had more protection than oppressed members of a New Jersey LLC. When the statute was revised in 2014, that changed, and LLC members now have similar remedies available to them. But there is one little-known section of the New Jersey LLC statute that makes it a more powerful tool for the majority owners than the corporate statute – the ability to “dissociate” a member. » Read More
Since litigation is so expensive, when a shareholder dispute arises, talks about the minority shareholder being bought out often happen before attorneys even become involved. Often a client will come in with an offer in hand, or even a fully negotiated deal, asking for me to “write it up.” But what happens if you only have a handful of the documents necessary to value the company? » Read More
I have previously posted on this blog in the past about how the termination of a minority shareholder’s employment can constitute minority shareholder oppression in New Jersey, possibly entitling the minority shareholder to a buy-out. This is based on the theory that an owner of a small, closely-held business reasonably expects employment as long as he is a shareholder. » Read More
Many clients who come in to discuss a possible business divorce action are already anticipating obstacles to their own case. Having a foresighted, prepared client is wonderful. But when those clients take matters into their own hands before even coming into my office, sometimes they have harmed more than helped their own case. » Read More
Many business divorce cases start because one partner is improperly taking money from the business. Such behavior can come in many different forms, including a majority shareholder wildly overcompensating himself, running personal expenses through the business, or having family members on the payroll with a no-show job. » Read More
