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Category Archives: Disagreement

Family Dynamics: What's Good for the Goose is Good for the Gander

February 2, 2017

R. Shawn McBride recently published an article to the McBride For Business Blog on a topic that might be of interest: Family Dynamics: What’s Good for the Goose is Good for the Gander.

He examines how to deal with family dynamics.

You can see the full article here.

This posting is intended to be a tool to familiarize readers with some of the issues discussed herein.  This is not meant to be a comprehensive discussion and additional details should be discussed with your attorneys, accountants, consultants, bankers and other business planners who can provide advice for your circumstances. Read the rest

Keys to Planning: The Laws of Empowerment To Strengthen Your Business

December 30, 2016

R. Shawn McBride recently published an article to the McBride For Business Blog on a topic that might be of interest: Key to Planning: The Laws of Empowerment to Strengthen your Business.

He examines how it’s important in the planning process to understand that just because you build a plan, doesn’t mean that circumstances are going to happen exactly that way.

You can see the full article here.

This posting is intended to be a tool to familiarize readers with some of the issues discussed herein. Read the rest

Joint Ventures Reap Unexpected Benefits

December 23, 2016

R. Shawn McBride recently published an article to the McBride For Business Blog on a topic that might be of interest: Joint Ventures Reap Unexpected Benefits.

He examines how to focus on your specialization and how you’re going to have to use a team of people to get to a higher level in your business.

You can see the full article here.

This posting is intended to be a tool to familiarize readers with some of the issues discussed herein. Read the rest

How To Interact With Your Law Firm: To Keep Your Costs Down

December 14, 2016

I spent my career in large law firms, and I’ve seen big bills. One of the reasons I started my own firm was to be able to work with clients to minimize costs. It’s an issue near and dear to my heart. Let’s take some time and think about how to minimize costs when working with your attorney.

#1 Have a clear understanding of what the transaction is, and what you’re attempting to accomplish. Transactions are often a negotiation. It’s key to understand what your goals are, and what you want.… Read the rest

New York Law Update: Shareholder Oppression and Forced Buyout (Post III)

December 1, 2016

When Piazza filed a lawsuit seeking judicial dissolution of the company based on oppression, Gioia Jr. responded that the action triggered Piazza’s obligation to sell his shares under the shareholders’ agreement.[1]  Indeed, the shareholders’ agreement provided that a judicial dissolution proceeding would be deemed a voluntary offer to sell and trigger buyout rights.  The court said, however, that such provision is not controlling “when the sale is the result of claimed majority oppression or other wrongdoing—in effect, a forced buyout.”  Under New York Business Corporations Law, there are two types of judicial dissolution proceedings—one under Section 1104 where there is corporate deadlock and another under Section 1104-a “to provide a remedy to minority shareholders who have suffered abuse at the hands of the majority and lacked a means for salvaging the value of their investment.”  For a shareholder agreement to trigger buyout rights, as Gioia Jr.… Read the rest

New York Law Update: Shareholder Oppression and Forced Buyout (Post II)

November 29, 2016

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

New York Law Update: Shareholder Oppression and Forced Buyout (Post I)

November 22, 2016

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

What Should I Do If I Get In A Fight With My Partner?

November 9, 2016

We work with a lot of partners to develop a lot of businesses, and unfortunately, that means we’ve see a lot of business fights. And they’re never pretty. At some point, perhaps, you didn’t write the perfect partnership agreement. Perhaps, it didn’t have the flexibility that it needed to evolve over time. Perhaps, maybe you did build a really good partnership agreement and even built in the possibility of disagreements or other things that might come up in the life of the business, but you and your partner have just went in different directions.… 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.