Your Business Deserves To Thrive
Collecting sales tax – and when sales tax needs to be collected – continues to get more complicated. In a recent decision the Maryland Tax Court concluded that Travelocity, an online seller of hotel room and car reservations – with no cars or rooms it owns in the State of Maryland – was responsible for filing to do business in…
R. Shawn McBride recently published an article to the McBride For Business Blog on a topic that might be of interest: Cross Pollination: Don’t Limit Yourself. He examines how some regions are better at manufacturing, some regions are better at capital formation, some regions are better at fostering start-up companies and some regions are better for Fortune 500 companies. You…
In Oliveira v. Sugarman,[1] the Court of Special Appeals of Maryland said that, in reviewing corporate decisions made by a board of directors, it needs to consider the business judgment rule—a presumption that the board acted on an informed basis, in good faith, and in the honest belief that the action taken was in the best interests of the company.…
In Oliveira v. Sugarman,[1] two shareholders of iStar Financial Inc. (“iStar”), a Maryland corporation, sued former and current members of the company’s board of directors and senior management regarding employee compensation plans. In 2009, iStar approved an executive compensation plan to award shares of the company based on stock performance in order to retain key employees and to reduce the…
In our previous blog series on Texas Double-Derivative Shareholder Suit, we introduced the concept of business judgment rule—the presumption that directors or managers, in performing their functions, were honest and well-meaning and that their decisions were informed and in the best interests of the company. We then delved a little deeper into the concept in another blog on the business judgment…
Maryland. In recent years, Maryland has become one of the most difficult states in which to pierce the corporate veil, with a success rate at about 25.81%.[1] This is an interesting reversal, given that the state had a relatively liberal 40% rate until 1986.[2] Under Maryland law, where there is no allegation of fraud, a court may still disregard the…
Texas: An Issue for the Jury. In Texas, a holder of shares of a corporation for at least six (6) months, or a holder of at least 5% of all of the outstanding shares of a corporation, is entitled to examine and copy the corporation’s relevant books, records of account, minutes, and share transfer records at a reasonable time, in…
Delaware: Reasonable Restrictions. In Delaware, any stockholder is entitled to inspect the corporation’s books and records upon written demand, for any proper purpose.[1] The statute defines a proper purpose as a purpose reasonably related to such person’s interest as a stockholder.[2] Additionally, the statute grants the Court of Chancery the authority to “prescribe any limitations or conditions with reference to…
Maryland: Hogans v. Hogans Agency, Inc. In Hogans v. Hogans Agency, Inc., Hogans was a 37.5% stockholder of Hogans Agency, Inc., an insurance and real estate brokerage company, and an owner of a competing business.[1] In December 2013, Hogans sent a letter to the corporation requesting inspection of corporate records; the corporation responded by providing copies of the bylaws, minutes…
We have covered several aspects of shareholder rights in our blogs, including the rights of minority shareholders in the context of oppression by the majority (available here and here) and, more recently, the right to bring a derivative action on behalf of a wholly owned subsidiary (available here). The fundamental principle underlying all these claims is that shareholders own the…