A Party’s Tax Returns Are Generally Protected from Disclosure in Litigation… But Not Always
The NJ Court Rules control the procedural aspects of all litigation in the state. Rule 4:10-3 allows a court to prevent the disclosure of …
When Shareholders Are Fighting What Statutory Remedies Can Be Used to Win
When things go bad between shareholders, fights erupt and litigation is most often filed by and against the corporation and the individual shareholders. Once …
Understanding the Role of a Trustee(s) in a Family Trust That Owns a Family Corporation
I read an interesting trust litigation case which was decided in the Federal District Court of New Jersey. The case involves the New Jersey …
Understanding the New Jersey Complex Business Litigation Program (CBLP) Guidelines
Overview The Complex Business Litigation Program (“CBLP”) is focused on business, commercial and construction cases with significant dollar amounts in dispute or business or …
What Does the Attorney-Client Privilege Mean to You?
Attorney-client privilege means that in litigation, anything you tell your attorney will be held in strict confidence and cannot be disclosed unless there is …
A Shareholder Lawsuit Can Get You More Than Just Money!
If you are sued by your business partner because of alleged improper action on your part, what remedy will he or she seek? Many …
Every New Jersey Shareholder is a Fiduciary to Their Fellow Shareholders
By Fredrick P. Niemann, Esq. a NJ Shareholder Lawsuit Attorney As a shareholder of a New Jersey corporation, it is important to understand your …
Include a Buy-Sell Agreement and Restrictive Covenant as a Key Part of Your Shareholder Agreement
Shareholder agreements should be essential to every small corporation’s structure. These agreements outline many aspects of corporate government including ownership and voting rights, control …
The Fiduciary Duty of Loyalty Protects Minority Shareholders in NJ Corporations
New Jersey is home to numerous “closely-held” corporations. A closely held corporation is one that consists of a small number of shareholders or owners. …
Shareholder Agreements
I have written many times about the importance of having a written shareholder agreement. I encourage you to freshen up your understanding about shareholder …
Different Types of Ownership in NJ Corporations
New Jersey corporations generate funding and cash flow by offering prospective shareholders an investment opportunity with the corporation. There are different ways in which …
Oppressed Minority Shareholders in Closely-Held Corporation Have Rights Under NJ
I’ve written a lot about closely held companies and the rights of minority shareholders. Closely held corporations are generally businesses that have a small …
Why Do Some Shareholders Feel the Need to Oppress Their Minority Stakeholders?
Controlling shareholders are in a position to abuse their power over minority shareholders by reducing or eliminating one or more economic benefits of ownership …
Shareholder Oppression: It’s Always a Risk
A wielding of power by any person or group who controls a corporation may serve to destroy a stockholder’s vital interests and expectations. As …
Shareholder Oppression Under New Jersey Law
Let’s discuss legal remedies for oppressive conduct against members of closely-held New Jersey companies. The shareholder oppression doctrine is a statutory and case law …
Have I Been Oppressed by the Majority Shareholders?
Minority shareholders in small, closely held corporations (under 25 shareholders) can be frozen out of discussions regarding the company’s future by the majority shareholders, …
Is There a Legal Remedy to a Minority Shareholder Without a Finding of Shareholder Oppression?
I’ve written extensively about minority shareholder oppression. Sometimes there is abusive and unfair conduct by a co-shareholder(s) that do(es) not legally qualify as shareholder …
Shareholder Agreements Protect Minority Shareholders From Oppressive Conduct – Price/Book Value
Most commonly, Buy-Sell agreements provide for a purchase of shares based on book value. Book value is the difference in value between the assets …
Shareholder Agreements Protect Minority Shareholders From Oppressive Conduct – Buy-Out Mechanisms and Their Limitations
The most useful mechanism in a shareholder agreement for dealing with shareholder oppression is a well-written Buy-Sell provision. Because shareholders in closely-held corporations have …
Shareholder Agreements Protect Minority Shareholders From Oppressive Conduct – Required Dividends
The most straight-forward way of protecting a minority shareholder’s economic stake in a closely-held corporation is to require the payment of dividends. In most …
Shareholder Agreements Protect Minority Shareholders From Oppressive Conduct – Employment Agreements
A primary claim for shareholder oppression is termination of employment. “A minority shareholder’s loss of employment within a closely held corporation can be particularly …
Shareholder Agreements Protect Minority Shareholders From Oppressive Conduct – Adopting the Supermajority Voting Requirement
A strategy for providing some minority shareholder control is to alter the voting requirements for specific decisions to require supermajorities — either on the …
Shareholder Agreements Protect Minority Shareholders From Oppressive Conduct – Establishing Classes of Shares to Protecting Minority Shareholders
A tool for maintaining a minority shareholder’s ability to have some control over the corporation is to issue different classes or series of shares …
Shareholder Agreements Protect Minority Shareholders From Oppressive Conduct – Voting Agreements
Shareholders may bind themselves in a shareholder agreement to vote in a specified manner regarding specific matters. Examples might include places on the board …
Shareholder Agreements Protect Minority Shareholders From Oppressive Conduct – Cumulative Voting
Cumulative voting is a mechanism for granting minority shareholders rights of participation to corporate decisions. However, this protection is quite limited and may, at …
Shareholder Agreements Protect Minority Shareholders From Oppressive Conduct – Guaranteed Directorships to a Minority Member
Minority shareholders usually do not have the voting power to guaranty a spot on the board of directors. A shareholder who is not a …
Shareholder Agreements Can Address Specific Oppressive Conduct and Their Limitations
Minority shareholders in a closely-held corporation may (should) try to protect themselves against the actions of the majority by including protective provisions in their …
Recent NJ Cases Involving Shareholder Agreements Offer Much Guidance to Counsel and Clients – Part 2 of 2
Facts of the Case This case involved a closely-held corporation with four equal shareholders, in which three of the shareholders ceased paying salary to …
Recent NJ Cases Involving Shareholder Agreements Offer Much Guidance to Counsel and Clients – Part 1 of 2
Case 1 I’ve written often about the importance of having legal disputes resolved by the courts in NJ. Our law states that “Subject to …
Shareholder Disputes and Family Companies; NJ Business Laws Provide Remedies (Part 2)
Part 2 of a 2 Part Series In my first post, I explained in detail the facts leading up to a family shareholder dispute …
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