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Brandon, Kathryn and Michael Schwartz

Derivative Actions

3 reasons shareholders may feel compelled to sue an organization.

Shareholders have a vested interest in a particular company’s success and ongoing profitability. They generally want to see the company thrive partially because they will receive dividends based on the income the organization generates. Therefore, reducing expenses and increasing market share are often top priorities for shareholders who are concerned about the future of a company’s operations. Sometimes, shareholders feel…

Gathering evidence of partner misconduct to protect the business.

Successful businesses often have complex financial systems in place. One business partner could potentially make use of gaps in the data collection system that the company uses or their role at the company to embezzle from the organization. Such actions could go without detection for months or even years. When one partner uncovers evidence of another partner’s misappropriation of business…

Direct vs. derivative shareholder lawsuits: What to know.

A company’s shareholders have a big stake in the company’s success, and they have the right to question whether or not the company’s directors, officers and management are actually upholding their fiduciary duties. When shareholders suspect that a company’s directors or management have engaged in some kind of misconduct, they can take legal action. This primarily comes through direct and…

Breaches of duty: Fiduciary responsibilities of executives to shareholders.

Beyond simply steering a company towards profitability, executives of publicly traded companies bear significant responsibilities, often referred to as fiduciary duties, towards their shareholders. As a crucial mechanism for accountability, these obligations form the foundation of corporate governance’s core. These fiduciary responsibilities stem from two core duties: the duty of care and the duty of loyalty. By understanding these obligations,…

The value of arbitration in solving business disputes.

In the fast-paced and competitive business world, conflicts and disputes are inevitable. Finding a fair and efficient solution is important to preserving business relationships when disagreements arise. An increasingly popular way of solving business conflicts is arbitration. What is arbitration? Arbitration is a viable alternative to traditional litigation. It is a form of alternative dispute resolution (ADR) in which the…

Countering the valuation in a partner buyout scenario.

Your business partnership is no longer a productive and positive relationship. The two of you disagree about the future of the company or there has been a serious breakdown of trust. You recognize that a buyout of your partner might be the simplest solution, and so you bring the issue up to them in one of your regular business development…

Red flags concerning a new business partner.

Your company’s success may largely depend on finding the right business partner. As such, identifying potential signs of a “bad” business partner could prove to be crucial in better ensuring the success and longevity of any business venture. What should you look for to ensure that you have found the right person to work with – and to avoid making…

What should a partnership agreement include?

If you’re starting a business with another individual, it’s wise to create a partnership agreement. People are often tempted to skip over this step. They may be starting the business with a family member, a friend or a previous coworker and perhaps believe that the two of them are on the same page and there won’t be any issues. But…

Understanding shareholder oppression.

A minority shareholder is someone who owns less than half of a business. As a result, the shareholder, typically, has a limited amount of rights and power when making decisions on behalf of a company, unlike a majority shareholder who owns more than half a business. However, most minority shareholders still have some say over a company’s affairs, such as…

Do you intend to pursue a vote of no confidence?

When you participate in the management of an organization, whether it is a successful corporation or a non-profit organization, the actions of board members and executives can reflect on everyone involved with the company. While there are often a few people who vote against even popular decisions, sometimes individual executives or board members do something that most other parties involved…