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. […]
Business Litigation
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 […]
Five Warning Signs Your Board May Be Headed for Litigation
Board disputes rarely begin with a lawsuit. More often, they begin with subtle changes in how a company is governed by one of the following occurrences, among others: (1) the board excludes a member from important discussions, (2) a member is unable to obtain financial information, (3) one or two members make decisions without proper […]
Building Your Business Dispute Before Trial
The trial may be the most visible stage of a business lawsuit, but it is rarely where the case is built. By the time the first witness testifies, much of the most important work has already taken place. The evidence has been gathered, the legal issues have been refined, the witnesses have been evaluated, and […]
Why Litigation Feels Slow Even When Your Attorney Is Busy
Business litigation is often measured in months, and sometimes years. For clients, that can be frustrating. There may be long periods without a court appearance, a deposition, or a significant filing, leaving many to wonder whether anything is happening. Some of the most important work in a business lawsuit takes place when there is little […]