Some attorneys believe that a shareholder seeking books and records from the corporate entity they own shares of is an effective use of time and resources. I’m not one of them.
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AIN’T NOTHING LIKE THE REAL THING
In Pennsylvania, Manufactured Deadlocks are Unlikely to Trigger Judicial Dissolution
In disputes among the owners of a closely held company, involuntary judicial dissolution is the nuclear option.
When a group of shareholders successfully petitions a court to dissolve and then liquidate their company because the owners reached an impasse they could not overcome, there will…
PENNSYLVANIA’S ALTERNATIVE PATH FOR MINORITY SHAREHOLDERS WHO CAN’T PASS FEDERAL RULE OF CIVIL PROCEDURE 23.1’S “ADEQUATE REPRESENTATION” TEST FOR DERIVATIVE CLAIMS
When shareholders of a company believe the leaders of the company have breached their fiduciary duties to it, they can bring a lawsuit against those leaders in one of two ways. Shareholders can bring the suit in their own names (a direct suit), or they can bring it on behalf of the company if the…
A FATHER-SON FIGHT HELPS DEFINE THE SCOPE OF ARBITRATION PROVISIONS IN CLOSELY HELD COMPANY DISPUTES
There is perhaps no richer vein of literary gold than conflict between fathers and sons. Hamlet, Robinson Crusoe, multiple characters drawn by Charles Dickens, not to mention the mother of all family contretemps, Oedipus Rex, touch on this deeply human power struggle.
One such conflict was the backdrop for the Pennsylvania Superior Court’s recent decision…
SELLERS BEWARE: SANDBAGGERS WELCOMED IN PENNSYLVANIA & DELAWARE
Image a home buyer finally finds their dream house. There’s just one problem.
During their home inspection, they discover the foundation is cracked. But they buy the house anyway, fully aware of the issues with the foundation.
In the sale agreement, there’s a clause stating the house’s foundation is flawless.
Should the seller be liable…
CLAIMING OWNERSHIP OF A COMPANY? YOU BETTER HAVE THE RECEIPTS.
Over the past few years, the term “receipts” has entered the pop culture lexicon to mean something broader than its traditional definition of a document that acknowledges either the receiving of a product or service, or money in exchange for a product or service.
These days, if you hear “receipts” mentioned in a song, television…
PA. SUPERIOR COURT CHANNELS SPIDER-MAN: RULES THAT IN BUSINESS PARTNERSHIPS, GREAT POWER COMES WITH GREAT RESPONSIBILITY (INCLUDING FIDUCIARY DUTIES TO OTHER PARTNERS)
Business partnerships are built on the trust and loyalty of their participants. Without mutual coordination and honesty among all involved, tensions will inevitably arise that could derail a partnership’s success. The resulting fallout could be costly in several ways, as lost profits, ruined business opportunities, protracted litigation, and busted personal relationships would surely follow.
Given…
PREPARE TO BE BOARDED! YET ANOTHER REASON CLOSELY HELD COMPANIES SHOULD CONSIDER INSTALLING BOARDS OF DIRECTORS
For some owners of closely held companies, installing a board of directors may seem more painful than cutting off one of their pinkie fingers.
They’d have to give up control of their business.
They’d have to share confidential information.
They’d have to waste time on the formalities of having a board.
They’d have to waste…
THE PENNSYLVANIA SUPREME COURT MAKES IT HARDER FOR BUSINESS OWNERS TO ESCAPE LEGAL LIABILITY BY HIDING BEHIND CORPORATE STRUCTURES
“Piercing the corporate veil” is one of those legal terms that makes a legal action seem more romantic than it really is. When a party to a legal dispute attempts to pierce the corporate veil of a corporate adversary, they are asking a court to move aside the metaphorical veil created by the adversary’s corporate…
WITHOUT EQUAL? PENNSYLVANIA FEDERAL COURT CHARTS NEW PATH, RULES FIDUCIARY DUTY EXISTS BETWEEN 50/50 CO-OWNERS OF A BUSINESS
There is arguably no more prevalent legal claim in business divorces than a claim of breach of a fiduciary duty. Simply put (and I do mean simply), when one person owes a fiduciary duty to another, the person with the duty must act in the best interests of the person to whom they owe the…