Sunday Book Review: July 20, 2025, The Best Books on Business Edition
Excessive Compensation: What to do when the co-owners of your business pay themselves excessively
Building and Exiting Business Partnerships
When a co-shareholder purchases the debt obligations of the company without partners' knowledge
What happens when a majority owner makes a bad-faith capital call?
Making the Lawyer-Client Relationship Work in Challenging Litigation – Speaking of Litigation Video Podcast
Prelude to the Business Court and 15th Court of Appeals: More Questions Than Answers | Tyler Talbert | Texas Appellate Law Podcast
Navigating Corporate Divorce With Michael Einbinder
Business Courts and Other Highlights of the 88th Texas Legislature | Jerry Bullard | Texas Appellate Law Podcast
Physician Partnership Agreements: Setting Yourself Up for Success
An Inside Look as a Juror - FCRA Focus Podcast
I Wish I Knew What I Know Now: Conversations with AGG on FDA Issues - Business Divorces in the Food and Supplements Space
How can an emergency injunction save your business?
Law Brief ®: Alan Gaynor and Richard Schoenstein Explore Business Divorce
Navigating the LLC Jungle - I Know a Lawyer Podcast
Episode 5: Business Divorce, Delaware Style
CorpCast Episode 7: Better Know a Judge: the Honorable Mary M. Johnston of the Delaware Superior Court
Paths to Dispute Resolution
What is arbitration?
Should any business sign a contract that includes an arbitration clause?
We’ve recently written on a number of disputes arising out of posthumous transfers of corporate ownership interests, particularly where the transfer documents in question (often times, an estate planning device, e.g., a will...more
The Nevada District Court recently clarified that the business judgment rule — a fundamental corporate law protection — applies to limited liability companies when their operating agreements specify fiduciary duties. The...more
Delaware corporations headquartered in California can now successfully move to dismiss investor suits filed in California when the corporations’ governing documents contain forum selection clauses mandating the Delaware Court...more
A prior LLC Jungle post covered the Court of Appeal’s seminal opinion in the Jarvis v. Jarvis case here: Why Having “Co-Managers” for Your LLC is a Terrible Idea. In the Jarvis case, the Court of Appeal affirmed the...more
Major changes to Texas Business Organizations Code enacted during this summer’s legislative session provide unprecedented protection for management decisions and business disputes – but only if you amend your governing...more
In 2020, when we last blogged on corporate veil piercing in Tennessee, we matter-of-factly said, “[t]he law in Tennessee on ‘piercing the corporate veil’ has not substantially changed” since previous blogs. Well, that’s no...more
There is perhaps no provision in an LLC operating agreement more susceptible to abuse than one allowing those in control of the LLC to make mandatory capital calls. For one, that authority often comes with very few...more
Spring is soon upon us. March Madness is at our doorstep. The Formula 1 season is underway. Baseball season will be in full swing shortly. And my allergies are already in bloom....more
Business disputes can be disruptive and very expensive. Whether choosing a new partner, considering a merger or guiding a client as they start or grow a business, there are many things you can do to prevent problems. As a...more
One of the first business divorce cases that I participated in as a young litigator was a lengthy arbitration over whether a minority shareholder was oppressed under BCL 1104-a. With those fond memories, evolution of the...more
Texas’ new business court, which the state hopes will make complex litigation more efficient, opens in less than four months. And while there’s still uncertainty about how the court will operate, its structure and the Texas...more
In the case of Re China Properties Group Limited (in Liquidation) [2023] HKCFI 2346, the Hong Kong Court has shown its commitment to providing assistance to local liquidators appointed by it by asserting in personam...more
In my experience, most operating agreements of New York LLCs include a provision barring amendments unless made in writing and executed by all members. Such provisions are especially prevalent with smaller, member-managed...more
Last Friday, June 9, Texas Governor Greg Abbott signed Texas House Bill 19, which codifies a business court system in Texas. Similar to the commercial court systems that exist in Delaware and New York, Texas's business court...more
When a minority shareholder petitions for dissolution of a corporation on the grounds of oppressive or illegal conduct (see BCL 1104-a), Section 1118 of New York’s Business Corporation Law allows the corporation or any other...more
In 1941, two of the three shareholders of Ringling Bros.-Barnum & Bailey Combined Shows, Inc. entered into an agreement stating that they would vote their combined 630 of the outstanding 1000 shares of Ringling Bros. stock...more
The anomalously named California Uniform Partnership Act of 1994 specifies when a partner in a general partnership "dissociates". Cal. Corp. Code § 16601. Upon dissociation, a general partner loses the right to participate...more
The right of shareholders to elect a corporation’s directors is one of the most valuable rights attendant to share ownership. Election of directors is where shareholders can directly exert their influence on the corporation,...more