shareholder oppression

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A must-read decision last week by Justice Elizabeth Emerson in Federico v Brancato highlights the unique attributes and challenges of resolving conflicts within family-owned businesses. You won’t want to miss it in this week’s New York Business Divorce.
Continue Reading When Parents Have to Choose: Succession Planning and the Family-Owned Business

A recent decision by Justice Marcy Friedman draws attention to a somewhat rare breed of minority shareholder oppression involving the controlling shareholder’s repudiation of the petitioner’s stock ownership. It’s a case you won’t want to miss, in this week’s New York Business Divorce.
Continue Reading Is Denial of Shareholder Status Shareholder Oppression?

This week’s New York Business Divorce continues with Part Two of my interview with law professor and legal scholar Benjamin Means whose latest article applies legal and social science theories to the special problems afflicting the family owned business.
Continue Reading Interview with Law Professor Benjamin Means on Conflict in Family-Owned Businesses: Part Two

This week’s New York Business Divorce features Part One of a two-part online interview with law professor Benjamin Means, who has written a number of scholarly articles on shareholder oppression, and whose most recent article, called Non-Market Values in Family Businesses, applies Ben’s critical analysis to the special considerations attendant to oppression actions and conflict resolution within family-owned businesses. You won’t want to miss it! …
Continue Reading Interview with Law Professor Benjamin Means on Conflict in Family-Owned Businesses: Part One

Must a corporate dissolution petition name all shareholders as respondents? Does the dismissal of a shareholder’s prior lawsuit asserting derivative and employment-based claims preclude his seeking relief as an oppressed minority shareholder? These are the questions answered in a recent decision by Justice Orin Kitzes in Matter of Adelstein (Finest Foods Distributing Co.), featured in this week’s New York Business Divorce.
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Continue Reading Court Addresses Necessary Party, Res Judicata Issues in Shareholder Oppression Case Pitting Uncle Against Nephews

This week’s New York Business Divorce features an interview with Douglas Moll, Professor of Law at the University of Houston Law Center and one of the leading authorities on shareholder oppression in close corporations. Professor Moll answers questions about minority shareholder protection, LLCs, Delaware law, and also talks about his newly published treatise called The Law of Closely Held Corporations.
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Continue Reading Interview with Law Professor Douglas Moll, Leading Authority on Shareholder Oppression

When majority shareholders, for good or bad reason, terminate the minority shareholder’s employment in a closely held company that pays no dividends, is the minority shareholder’s at-will employment status a defense to an involuntary corporate dissolution proceeding? The answer arrives in this week’s New York Business Divorce courtesy of a recent decision by Justice Marily Shafer in the case of Ambar v. Devington Technologies, Ltd.
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Continue Reading Fired Minority Shareholder’s Oppression Claim Not Barred by At-Will Employment Provisions in Shareholders’ Agreement

A majority shareholder’s breach of fiduciary duty owed a minority shareholder may constitute oppressive action within the meaning of the judicial dissolution statute. But does oppressive conduct constitute breach of fiduciary duty? A recent federal court decision suggests so, but is it right? Read this week’s New York Business Divorce and see for yourself.
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Continue Reading Fiduciary Breach Can Result in Shareholder Oppression, But Is Shareholder Oppression a Breach of Fiduciary Duty?

Say goodbye to Joe the Plumber, say hello to Joe the Shareholder who makes his debut in this week’s New York Business Divorce as we examine the rights under employment law of a minority shareholder whose employment with his own company is terminated by the controlling shareholders.
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Continue Reading Dissolution May Be Sole Remedy When Minority Shareholder’s At-Will Employment is Terminated