NJ Business Owner Rights Blog
COVID-19 and the Proliferation of Rogue Shareholders and Partners
Its hard to believe that my 25th anniversary of practicing law (and handling partnership/shareholder disputes) would be like this. The COVID-19 pandemic has set off a wave of conflict between partners/shareholders/members of businesses in New Jersey. As such,...
CLEAN Exit: Negotiating the Partnership or Shareholder Buyout
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...
Lessons in Handling a Partnership Dispute or Other Business Divorce
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...
The COVID-19 Crisis Impacts LLCs and Partnerships
We have suddenly found ourselves in troubled economic times in New Jersey due to the COVID-19 crisis. For the past two weeks, I have received many calls about partnerships and limited liability companies (“LLC”). People want to know if they can make capital calls,...
Non-Solicitation & Non-Compete Agreements in Shareholder Disputes
It is common to include non-compete and non-solicitation provisions in operating, shareholder or partnership agreements. When there is a dispute, these provisions contain limitations on the parties to the relationship in terms of what can and cannot be done in the way...
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?
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...
ICDR Issues Final Award In Shareholder Oppression Case
Shareholder oppression takes many forms. Also, oppression can be difficult to address especially when co-shareholders are foreign entities who are not easily sued in the American courts. Recently, I led a team who secured a substantial award from the American...
Can My Lawyer Represent Me and My LLC?
Can my lawyer represent me and my LLC? Simply put, no a lawyer cannot represent both the LLC and individual members in a shareholder dispute where there is a history of the lawyer representing the LLC and looking out for the interests of the members in the past, and...
New Jersey Limited Liability Company Law & Forced Member Buyouts
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...
Does an LLC’s Operating Agreement Control Valuation?
Will the terms of my operating agreement control valuation of my member interest in any future dispute even where the members have failed to follow it in the past? In short, probably. Think of the operating agreement for your limited liability company as the key to...
Should You Force a Shareholder Dispute Into Arbitration?
I’ve been in the unenviable situation of taking over a shareholder dispute where the client has been bogged down in litigation and has become frustrated with her counsel. It can be the case at times that majority members of an LLC or corporation freeze out a minority...
How the New Jersey LLC Law Impacts Your Business
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...
