You’re a business leader. That means you’re supposed to be Superman, right? You’re supposed to be able to do everything, and not have to rely on anyone else. Guess what? You don’t have to be Superman. In my personal journey, one of the things I’ve struggled with is the fact that I do need help. I can’t do everything alone. It’s hard. I was raised in a family that encouraged self-sufficiency. We always did a lot of things at home that other people wouldn’t do.… Read the rest
In Piazza v. Gioia,[1] Piazza and Gioia Sr. founded Kings County Waterproofing Corp. (KCWC) in 1979 and held 40% and 60% of the shares, respectively. Gioia Sr.’s son also worked for the company eventually became a 1/3 owner, along with his father and Piazza. Their shareholders’ agreement contained stock transfer restrictions and buyout provisions, which, among other things, gave the non-selling shareholder an option to purchase the selling shareholder’s shares at “the last stipulated price preceding the date of the notice to sell the shares.” In 1996, Gioia Sr.… Read the rest
In my experience as a corporate lawyer and business strategist, I’ve come across some fundamental principles that can be used to analyze a lot of business growth situations to determine which business will be successful and which will struggle. What it comes down to is what we call “the 3 Laws of Empowerment.” From our work with our clients that are achieving their potential and their eventual success, we’ve come up with three fundamental principles, which, when used to analyze and applied to various situations, can result in better outcomes.… Read the rest
If you’re going to be successful, and I do mean really successful, as in a great leader in your industry . . . you are going to have to fire up your business. You’re going to have to grow, and growing involves getting a team together. All of the most successful people have supporters. You’re going to need supporters too. You’re going to need people that help you get to the next level. Don’t fight economic history. Adam Smith taught us in The Wealth of Nations about specialization and focus, and the fact that some people are going to have economic advantages in certain areas, and other people are going to have economic advantages in different areas.… Read the rest
When I wrote Business Blunders: Ten Dangerous Business Mistakes and How To Protect Your Business So It Can Thrive (www.mcbridebook.com) I looked at a number of common issues that I had seen, largely from my legal practice. Clients were coming to me after a problem had happened, and then we went back and analyzed the root cause, and I decided to write a book that would help prevent those issues in the future. You can get a copy at Amazon.com.… Read the rest
What do good records look like? My law firm is primarily a transactional law firm. We work with clients on putting together deals or transactions, and documenting them. We will discuss points related to a transactional matter.
#1 Start by looking at your historical records. What shape are your historical records in? Have you gone through and made sure that everything is correct? All pieces are there? All relevant documents are there? You’d be surprised how much attorney time is spent cleaning up historical records.… Read the rest
We write frequently about minority shareholder rights. Really frequently. We previously talked about Ritchie v. Rupe, a Texas Supreme Court case that made it harder for minority shareholders to bring lawsuits based on oppressive conduct by majority shareholders (see here). We also discussed Bontempo v. Lare (available here), a Maryland case on remedies for shareholder oppression, which, in addition to dissolution, recognized equitable remedies, and Sneed v. Webre (available here), another Texas case, which held that the business judgment rule does not prevent minority shareholders of a closely held corporation from bringing a lawsuit on behalf of the corporation over the board’s objection. … Read the rest
On February 1, 2016, the House of Representatives passed H.R. 2187, titled “Fair Investment Opportunities for Professional Experts Act.”[1] The bill, whose stated purpose is to direct the SEC to revise its regulations regarding the qualifications of natural persons as accredited investors, seeks to expand the definition of accredited investor. Specifically, the bill proposes to add non-financial measures of sophistication to include the following persons in the pool of accredited investors: (i) any natural person who is currently licensed or registered as a broker or investment adviser by the SEC, FINRA, or any similar self-regulatory organization, or the securities division of a state responsible for licensing or registration of individuals in connection with securities activities; and (ii) anyone the SEC determines, by regulation, to have demonstrable education or job experience to qualify such person as having professional knowledge of a subject related to a particular investment and whose education or job experience is verified by FINRA or any similar self-regulatory organization. … Read the rest
All postings are intended to be planning tools to familiarize readers with some of the high-level issues discussed therein. No posting is intended to be a comprehensive discussion and additional details should be discussed with your transaction planners including attorneys, accountants, consultants, bankers and other business planners who can provide advice for your circumstances. This article should not be treated as legal advice to any person or entity.
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