Business Owner Rights
CLEAN Exit: Negotiating the Partnership or Shareholder Buyout
Published Date: February 27, 2026
Members, shareholders or partners departing from an established business must have a clean exit. Whether leaving on your own or being bought out, clearly define obligations on both sides. Here are some of the considerations to keep in mind when negotiating and documenting a CLEAN exit. C Clearly defined financial obligations on both sides and compensation to the departing partner [...] Read More
If Your Shareholder or Partnership Agreement is Ancient and Has Not Been Followed For Years, Can You Argue that It Has Been “Abandoned” In Order to Avoid Its Terms?
Published Date: February 4, 2026
In several shareholder disputes we have handled, the other side has attempted to argue that a shareholder agreement executed years prior by the shareholders, had fallen into disfavor and was not typically followed, such that it had become “unenforceable” because it was “abandoned.” The driver in both cases was the existence of strong non-compete language in the underlying shareholder agreement. [...] Read More
New Jersey Limited Liability Company Law & Forced Member Buyouts
Published Date: October 20, 2025
In my prior blogs, I have addressed the importance of having an operating agreement for any business owner. Most importantly, for those operating as a limited liability company. I have also covered legislative changes in New Jersey with the adoption of the Revised Uniform Limited Liability Company Act. All Saints Case An Appellate Division decision in New Jersey, All Saints [...] Read More
How the New Jersey LLC Law Impacts Your Business
Published Date: October 7, 2025
Members of any New Jersey company that operates as a LLC need to fully understand the 2012 Revised LLC Act. This New Jersey LLC law applies to all LLCs, whenever formed. The Act improved and filled gaps in prior New Jersey law. Likewise, the Revised LLC Act updated existing law that had become outdated. At its passage, the Act was [...] Read More
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
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