Business Owner Rights
Theft and Other Misdeeds as the Catalyst for Shareholder Oppression
Published Date: September 12, 2022
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
Forced Expulsion of a New Jersey Limited Liability Company Member
Published Date: August 29, 2022
What happens when the relationship between members of an LLC becomes acrimonious perhaps even the subject of litigation? Can a forced expulsion of a LLC member happen because of his or her actions? There are not easy answers to these questions. The expulsion provisions in New Jersey’s Revised Uniform Limited Liability Company Act (“LLC Act”) statute are relatively new. However, [...] Read More
The Role of the Unclean Hands Doctrine in Disputes
Published Date: August 15, 2022
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
Members, Shareholders and Outside Opportunities
Published Date: August 1, 2022
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
When a Shareholder Dispute Goes Off the Rails
Published Date: July 22, 2022
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
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