Your Business Deserves To Thrive
In Saunders v. Firtel, as in Cline v. Grelock, the two business partners were close friends. [1] Firtel was the sole owner of Adco, a pharmaceutical sales corporation and Saunders worked as a sales representative for a medical supply company. In 1986, the two agreed to enter into a formal business relationship which included Saunders to obtain a 49% shareholder…
Sometimes it seems the best strategy for your business is to bring in an investor with a minority interest. Perhaps the investor provides much-needed capital or a service you want to keep. But giving up interest in your company – even a non-controlling share – can be difficult. As I’ve covered in a previous blog, under the law, the minority…
R. Shawn McBride recently spoke about the importance of using the correct documents for a shareholder’s agreement. Here is the transcript. Hey, folks, it’s Shawn with you here. You may have seen my earlier videos on shareholder’s agreements or you might just generally be wondering, where do I get a shareholder’s agreement from? Where do I get hold of a…
R. Shawn McBride recently published an article to the McBride For Business Blog on a topic that might be of interest: Picking Your Business Partner: Three Critical Things to Think About. He discusses business partners who are looking to leave the business due to difficulty with their partner. You can see the full article here. This posting is intended to be…
R. Shawn McBride recently published an article to the McBride For Business Blog on a topic that might be of interest: Keys to Protect Your Business: The Laws of Empowerment to Excel in your Business. He examines why it’s critical when putting plans together that there be an element of protection. You can see the full article here. This posting is…
When Piazza filed a lawsuit seeking judicial dissolution of the company based on oppression, Gioia Jr. responded that the action triggered Piazza’s obligation to sell his shares under the shareholders’ agreement.[1] Indeed, the shareholders’ agreement provided that a judicial dissolution proceeding would be deemed a voluntary offer to sell and trigger buyout rights. The court said, however, that such provision…
In Piazza v. Gioia,[1] Piazza and Gioia Sr. founded Kings County Waterproofing Corp. (KCWC) in 1979 and held 40% and 60% of the shares, respectively. Gioia Sr.’s son also worked for the company eventually became a 1/3 owner, along with his father and Piazza. Their shareholders’ agreement contained stock transfer restrictions and buyout provisions, which, among other things, gave the…
We write frequently about minority shareholder rights. Really frequently. We previously talked about Ritchie v. Rupe, a Texas Supreme Court case that made it harder for minority shareholders to bring lawsuits based on oppressive conduct by majority shareholders (see here). We also discussed Bontempo v. Lare (available here), a Maryland case on remedies for shareholder oppression, which, in addition to…
In Calesa Associates, L.P. v. American Capital, Ltd., a group of minority stockholders of Halt Medical, Inc. (the “company”) filed a lawsuit for breaches of fiduciary duty in connection with a corporate transaction against current and former directors of the company and a stockholder that allegedly controlled them, American Capital, Ltd. and its affiliates (collectively, “American”).[1] According to the minority…
We write frequently about minority shareholder rights here. We started with Ritchie v. Rupe, a Texas Supreme Court case that completely changed the lay of the land by making it harder for minority shareholders to bring lawsuits based on oppressive conduct by majority shareholders (see here). We discussed Bontempo v. Lare (available here), a Maryland case on remedies for shareholder…