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Corporate Governance › Minority Shareholders › Business Disputes

Farrell Fritz, P.C.

Capital Call Cancelled: A Fairness Defense to the Majority’s Mandatory Capital Call

Farrell Fritz, P.C. on

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

Farrell Fritz, P.C.

Can a Shareholder Be Oppressed After Ceding Control? Oppression, Reasonable Expectations, and Contractual Formalism

Farrell Fritz, P.C. on

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

Farrell Fritz, P.C.

A Cross-Country Road Trip of Elections to Purchase in Dissolution Proceedings

Farrell Fritz, P.C. on

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

Farrell Fritz, P.C.

Stop the Vote: Injunction Halts Shareholders Meeting Pursuant to Courts’ Broad Power to Review Corporate Elections

Farrell Fritz, P.C. on

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

Winstead PC

Can the Golden Goose and Its Eggs Be Shared: Resolving Conflicts Between Private Company Co-Founders

Winstead PC on

.Setting up a private company on a 50-50 owned basis is typically a bad idea, but many founders of new businesses continue to embrace this perilous ownership structure. We wrote last year about problems that plague 50-50...more

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