Your Business Deserves To Thrive
As the case progressed, Meissner and Yun, the two former business partners, entered the discovery phase.[1] Meissner sought the disclosure of some email threads between Yun and attorney Christopher Kelly. Yun claimed that they were protected by attorney-client privilege and refused to produce them. As the court noted, for a party to assert this privilege, an attorney-client relationship must exist.…
Florida: Reasonableness Matters. In Florida, restrictive covenants are not prohibited, so long as they are reasonable in time, area, and line of business.[1] In the context of the sale of a business or professional practice, Florida courts generally presume reasonable if the restriction is less than three years in duration and unreasonable if more than seven years in duration. Additionally,…
In our previous blog on Meissner v. Yun, a New York case decided under Delaware law, we discussed the importance of a written LLC agreement (sometimes also referred to as member/operating/company agreement, depending on the jurisdiction) that spells out each member’s rights and obligations with specificity in the context of a break-up between two business partners.[1] In that case, the…
California: It All Comes Down to Goodwill. Generally speaking, non-competes are void under California law.[1] Exceptions do exist. In the context of the sale of goodwill in a business, for example, the seller may agree not to compete with the buyer so long as the buyer carries on a like business.[2] This makes sense because it would be unfair for…
If your business employs skilled workers, or you have been one, you may be familiar with non-compete agreement, also known as covenant not to compete. For those who are less familiar with the subject, it is a contractual provision under which one party agrees not to compete in the same business, usually for a specific time period and/or in a…
Public Sector Pension Investment Board (“PSP”) was a Canadian corporation that invested the pension assets of various Canadian public employees.[1] Between 2012 and 2013, PSP invested with investment advisor Saba Capital Management, L.P. (“Saba”). At some point, PSP experienced losses and exercised its redemption right—that’s when an investor can require a company to repurchase shares under specified terms. Saba calculated the redemption…
As you know, we often focus on issues related to personal liability on this blog. In our multi-post blog series on personal liability of business owners, for example, we discussed types of business entities designed to protect business owners from business debts and liabilities. In our multi-post blog series on corporate veil piercing, we looked at situations where courts “pierce…
Delaware County Employees Retirement Fund v. Sanchez involved a complicated business transaction between a private company wholly owned by the family of A.R. Sanchez and a public company in which the Sanchez family formed the largest stockholder bloc.[1] The plaintiff stockholders alleged that the transaction between the two companies resulted in a gross overpayment by the public company and unfairly…
In our recent blog post on Wandel v. Dimon, we discussed stockholder’s pre-suit demand.[1] For those who are not familiar with pre-suit demand, Delaware law requires stockholders to serve a pre-suit demand on the corporation’s board of directors before they can bring a derivative lawsuit on behalf of the corporation, unless doing so would be futile. In Wandel, the stockholders…
In our previous blog series on Shareholders’ Right To Inspect Corporate Books and Records, we discussed under what circumstances shareholders may inspect corporate books and records and what constitutes proper purposes reasonably related to shareholder interests. For New York law, we looked at Tatko v. Tatko Bros. Slate Co.,[1] which held that a shareholder’s quest to determine the value of…