The end of a business partnership is a journey fraught with legal, financial, and emotional complexities. For owners of closely held corporations, LLCs, and partnerships, a “business divorce” requires a strategic, multi-disciplinary approach. I developed “Happily Business Divorced 2025,” a comprehensive seminar presented by the New Jersey Institute for Continuing…
The Business Divorce Law Report
Minority Shareholder Rights: What Protections Are Available Under State Law?
Key Takeaways: Minority shareholders in closely held corporations may face a challenge to their investment due to their lack of control over company decisions. Legal protections do exist to safeguard their interests, including rights to financial information, fair treatment, and avenues for relief in cases of oppression. State laws vary,…
With No Evidence of Share Value, No Damages Award in Minority Oppression Case
Key Takeaways A minority shareholder oppression claim requires clear evidence of damages, including a reliable valuation of the business. In Jennings v. Simmons, the plaintiff’s failure to present valuation evidence prevented the court from awarding damages. The court ruled that without financial records or expert testimony, it could not determine…
Shareholder Disputes in Closely Held New York Corporations: Common Causes and Legal Remedies
Shareholder Disputes in closely held corporations are common and often arise from voting deadlocks, financial disagreements, and claims of minority shareholder oppression. New York law provides several legal remedies, including dissolution proceedings, buyouts, and derivative lawsuits. Preventative measures, such as well-drafted shareholder agreements, can…
When to Seek Judicial Dissolution of an LLC
Key Takeaways: When to Seek Judicial Dissolution of an LLC What is Judicial Dissolution? A court-ordered termination of an LLC when voluntary dissolution is not an option. When Should You Seek It? Deadlock among members preventing essential business decisions. Conflicts that make business operations impossible. Fraud, oppression, or…
Unilateral Decision to Fund LLC is Breach of Fiduciary Duty, Court Says
Advances or capital contributions made to a limited liability company without authorization may be a source of conflict. Using unauthorized advances or capital contributions as a means to exert control may be a breach of fiduciary duty. A well-drawn operating agreement addresses how and when the owners put additional money…
Navigating Shareholder Disputes in Closely Held Corporations
Shareholder disputes in a closely held business threaten the business and personal financial interests of the owner. New Jersey law provides the owners of a closely held corporation with rights and remedies that assure access to information and the financial benefits of ownership. Closely held corporations can use effective planning…
Timing Matters: Tax Court Disregards Asset Transfers
The IRS often challenges “inter vivos” transfers of property that reduce estate tax liabilities and a common issue is whether there was a bona fide business purpose or if it was simply a pretext to avoid taxes. A poorly conceived transfer, however, can lead to advers financial consequences through accuracy-related…
What a Formal Valuation Reveals About Your Closely Held Business
Effective strategic planning for the closely held business owner should begin with a formal valuation. The information gathered and considered in a business appraisal provides insights into the business overlooked in day-to-day operations. Valuation studies provide an insight into the potential value of the business and roadmap to to becoming…
Protect the Intagible Assets of a Closely Held Business with Bulletproofing
Intangible assets are typically the most valuable possession of a closely held business, but often are poorly protected. Risk mitigation through a business bulletproofing process can protect those assets from being misappropriated. Intangible assets include customer relationships and intellectual property. I sometimes ask closely held business owners if they lock…