Minority Oppression

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Business divorce cases are most often litigated in state courts, and that can create difficulty for all those involved. Based on anecdotal evidence (me talking with members of the judiciary at various lawyer events), many Pennsylvania judges see only a few business-flavored cases a year and it could be several years between when they see a significant business divorce. Dockets are crowded and the businesses at the hearts of these cases tend to suffer as time passes. Many county courts use case management systems that result in different judges hearing different parts of the case, which creates a mess in a complex owner dispute.

For those reasons, we always take a hard look at whether we can get a case into federal court. Here are some things that have worked over the years and some that haven’t.

Continue Reading Getting a Business Divorce Case into Federal Court: Federal Question Strategies That Actually Work

There is arguably no more prevalent legal claim in business divorces than a claim of breach of a fiduciary duty. Simply put (and I do mean simply), when one person owes a fiduciary duty to another, the person with the duty must act in the best interests of the person to whom they owe the duty.

When the co-owner of a closely held business owes a fiduciary duty to another shareholder of the business, the co-owner must act in the best interests of that shareholder. That means, among other things, treating the other shareholder in a way that allows them to realize the value of their interest in the business.

Continue Reading WITHOUT EQUAL? PENNSYLVANIA FEDERAL COURT CHARTS NEW PATH, RULES FIDUCIARY DUTY EXISTS BETWEEN 50/50 CO-OWNERS OF A BUSINESS

When legal disputes between owners of closely held companies turn the corner past “Let’s resolve this issue without litigation” and head toward “See you in court,” the owners and their lawyers typically begin jockeying for the upper hand in a potential lawsuit. The most effective way to grab the upper hand is to be the…

Last month, we tackled Pennsylvania’s “universal” demand requirement. As a refresher, unlike many states, Pennsylvania will not excuse the shareholder of a company who wants the company to sue its executives or directors from making a written demand on the company’s board of directors prior to filing a lawsuit even when doing so would…

Many transactional attorneys view the fiduciary duties that flow from those in control of a company—officers, directors, managers, general partners and majority shareholders—to those not in control to be a nuisance because of the uncertainty they introduce into corporate transactions. To these attorneys, those duties are particularly problematic in the context of limited liability companies,…

In a perfect world, groups of potential business partners would sit down before they started their new ventures to hash out the details of their relationship. They would work in close consultation with one or more attorneys to produce detailed subscription, operating and loan agreements documenting their arrangements and clearly delineating responsibilities. In the real…