Business Owner Rights
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
Theft and Other Misdeeds as the Catalyst for Shareholder Oppression
Published Date: April 1, 2024
My wife is a therapist. As such, she often refers to her “wise-woman instincts” and how clients often ignore the red flags in their lives. Rather, they see these red flags as fuchsia. In my decades of handling partnership disputes and shareholder oppression cases, I can say that this is definitely a recurring problem in the business world. Partners, shareholders [...] 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
A Recipe for Disaster – Giving Your Attorney an Ownership Interest
Published Date: March 4, 2024
Over the years, I’ve written extensively on the problems that can arise when an entity is formed with the attorney for the group also participating in the venture as a partner, co-shareholder or co-member with ownership interest. A new decision from the Disciplinary Review Board in New Jersey highlights the myriad problems that can occur in such a situation. The New [...] Read More
Lessons in Handling a Partnership Dispute or Other Business Divorce
Published Date: February 20, 2024
Since handling a partnership dispute is complicated, I’ve written before on a number of important topics. For example, having a strong operating agreement for a limited liability company. Similarly, having a strong partnership agreement. In these agreements, you must consider alternative dispute resolution (“ADR”) provisions. These factors help formulate a well-thought out strategy before embarking on litigation. On April 7, 2020, [...] Read More
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