Business Owner Rights
When a Shareholder Dispute Goes Off the Rails
Published Date: May 28, 2024
New Jersey shareholder disputes take many forms, and are often fodder for colorful opinions from the Courts. A new opinion from the New Jersey Supreme Court in a long-standing shareholder dispute, Sipko v. Koger, provides some concrete lessons on how not to handle such a dispute. It also shows that digging in and fighting hard may not be the best [...] Read More
Members, Shareholders and Outside Opportunities
Published Date: May 12, 2024
When a LLC or closely-held corporation is thriving and everyone is doing well, there may not be friction or infighting. In good times, one rarely cares what the other shareholders or members are doing in their spare time. But, in our experience, things change when times get tough. During these times, some question a significant imbalance between the earnings of the [...] Read More
Will You Actually Be Paid On Your LLC or Partnership Buyout?
Published Date: April 29, 2024
In New Jersey, negotiating a buyout of your member interest in a LLC, partnership, or closely-held corporation is an art. As such, you should insist on certain requirements if you will be receiving your money in installments. On paper, you could be receiving a substantial amount of money. However, have you fully protected yourself to ensure you will actually be [...] Read More
The Role of the Unclean Hands Doctrine in Disputes
Published Date: April 14, 2024
In New Jersey, legal disputes between co-members of a limited liability company or co-shareholders of a closely-held corporation are often resolved in the Chancery Division. In the Chancery Division, assignments of cases go to a Superior Court Judge. Sometimes equitable claims are resolved by a Judge in the Law Division. Likewise, the Law Division has an equal power to decide such claims. [...] Read More
Critical Role of the Buy-Sell Agreement in Shareholder Disputes
Published Date: March 18, 2024
I have handled partnership and shareholder cases for several decades. In this time, the vast majority of disputes center on the transition of ownership upon death, disability or termination of employment. In approximately half the cases, there are buy-sell agreements in the governing documents. However, they are not well written and not consistent across all governing documents. Further, there is [...] Read More
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