Your Business Deserves To Thrive
In our previous blog posts on Ritchie v. Rupe,[1] available here and here, we discussed the rights of minority shareholders in a closely held corporation under Texas law. We explained that, post-Rupe, in Texas, minority owners would have to show abuse of authority with the intent to harm the interests of one or more of the shareholders that creates a…
Regulation A+, Modernizing Regulation A Title IV of the Jumpstart Our Business Startups Act (“JOBS Act”), popularly known as Regulation A+, authorized the SEC to modernize and expand the existing Regulation A for offerings of up to $50 million. On March 25, 2015, the SEC adopted final rules to implement the mandate, which will become effective 60 days after publication…
Post 2 In Ritchie v. Rupe, the minority shareholder was a widow who inherited her husband’s shares in a family business controlled by what she viewed as hostile majority shareholders. After the parties unsuccessfully sought to redeem her shares through negotiation, the minority shareholder brought a lawsuit alleging oppression, i.e., the majority shareholders’ refusal to meet with prospective purchasers when…
Post 1 For nearly three decades, minority shareholders in a closely held corporation in Texas could obtain court-ordered buyouts of their shares as a remedy for oppression by the majority.[1] To do so, minority shareholders were required to show that the majority’s conduct substantially defeated the reasonable expectations of minority shareholders and was burdensome, harsh, and wrongful conduct.[2] This was,…