In a shareholder dispute, the right question is not just whether you can sue. It is whether litigation, negotiation, mediation, or another strategy best protects your rights, your leverage, and the value of the business. Disputes between business owners are rarely just legal disagreements. They often involve years of personal and professional relationships, substantial financial […]
What Is a Shareholder Derivative Action?
Sometimes the company is the one that has been harmed, but the people in control refuse to act. When corporate assets are misused, fiduciary duties are breached, or directors engage in self-dealing, the injured party is often the corporation itself. But if the individuals responsible for deciding whether to bring a lawsuit are the very […]
When Can a Shareholder Inspect the Company’s Books and Records?
If you own a stake in a company, are you entitled to see its financial records? In many situations, the answer is yes, but not without limits. Access to a corporation’s books and records is one of the most important rights available to shareholders. Financial statements, tax returns, corporate minutes, shareholder ledgers, and other records […]
Can a Majority Shareholder Freeze Out a Minority Owner?
Owning 49% of a business should not mean having no voice. Yet in closely held companies, minority owners sometimes find themselves excluded from the very business they helped build. They may lose their role in management, stop receiving meaningful financial information, be denied distributions, or find that major decisions are being made without their input. […]
Who Owns the Opportunity? Understanding the Corporate Opportunity Doctrine
When business opportunities arise, such as a promising acquisition, a lucrative contract, a valuable new client, strategic investment, or a piece of property the company has been trying to acquire, who has the right to pursue them: the individual fiduciary or the company? For directors, officers, and controlling owners, the answer is not always as […]
Boardroom Deadlock: When the Business Cannot Move Forward
Sometimes the greatest threat to a business is not competition, but paralysis. Healthy businesses depend on timely decision-making. Boards of directors approve major transactions, authorize financing, adopt strategic initiatives, appoint officers, oversee management, and guide the corporation’s affairs. When those decisions can no longer be made because the individuals responsible for governing the business are […]
Can You Sue a Corporate Board Director Personally?
Corporate board directors are protected, but they are not immune. Serving on a corporation’s board of directors carries significant authority and equally significant legal responsibility. Corporate directors are entrusted with making decisions they reasonably believe are in the best interests of the corporation and its shareholders. Those decisions often involve uncertainty, competing business priorities, and […]
When Does a Board Decision Become a Breach of Fiduciary Duty?
Not every bad business decision creates legal liability. Boards of directors are routinely called upon to make difficult decisions in uncertain circumstances. Some decisions prove successful while others do not. The fact that a board decision produces an unfavorable result does not, by itself, mean that the directors breached their legal obligations. Corporate law generally […]