Profit distributions are a frequent source of dispute among the members of a limited liability company. The fundamental question of who decides when distributions are made, how much is made, and how to deal with the tax issues related to distributions, profits and losses can all be the source... read more
Majority Owners of closely held businesses may face claims that they engaged in minority oppression of shareholders, limited liability company members or partners. Defending the minority oppression claim requires examination of written agreements and consideration of the reasonable expectations of the owners when the business was formed. Claims of... read more
A New Jersey Court conducing the valuation of a business may use any technique or method generally acceptable in the financial community. The application of a minority discount is a question of law, but likely will be based on the factual determinations of the court about the culpability of... read more
Limited Liability Company laws in New Jersey and many states provide a cause of action for the oppression of minority members of company against those in control of the business. Oppression of a minority LLC member is measured by the reasonable expectations of the minority member in those states... read more
Under New Jersey business law, minority oppression refers to conduct in which the majority shareholders or directors of a corporation engage in behavior that prejudices the rights or interests of the minority shareholders unfairly. We see shared holder oppression in a variety of action: New Jersey’s Business Corporations code... read more
A plaintiff seeking to bring a derivative claim on behalf of a corporation, limited liability company or limited partnership must be “suitable” and represent the interests of the business. A member of a limited liability company may sue individually to recover or protect the member’s individual right. New Jersey... read more
A business divorce is the process by which the owners of a business separate their business interests. The process involves negotiation and may also require litigation. These cases can be divided into four phases: the emergent phase, the examination phase, the valuation phase and the resolution phase. Most owner... read more
An agreement to arbitrate that is contained in the governance documents of a business, e.g, an operating agreement or shareholder agreement, may result in multiple proceedings when the dispute ripens into litigation. A party may seek to stay a pending federal court action based on a collateral arbitration proceeding... read more
The controlling shareholders of a corporation owe fiduciary duties to the minority shareholders by virtue of their ability to control the affairs of the company. Even when a merger complies with statutory requirements, where it benefits the controlling shareholders and does not have an apparent business purpose, it must... read more
The business judgment rule insulates decisions made in good faith and in the best interests of the enterprise from being subject to judicial second guessing ordinary business decisions Majority shareholders that failed to pay dividends to a non-employee minority shareholders in valid exercise of business judgment rule did not... read more
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