When you go into business with one or more people, there is always a risk that the relationship will end badly. Whether you simply want to enforce your rights in the business or end the business altogether, it is important to understand how the state law and internal documents affect your situation. It is especially critical to know how the…
Long ago, the United States Supreme Court held that majority shareholders “have the right to control; but when it does so, it occupies a fiduciary relation toward the minority, as much so as the corporation itself or its officers and directors.” S. Pac. Co. v. Bogert, 250 U.S. 483, 487-88 (1919). And we covered such a fiduciary duty in our…
Wow. Recommendations like these this weekend from those that put their faith in us is inspiring. We are referral based and do not advertise so our new clients reach us from satisfied clients (and other attorneys). Thank you for the kinds words and putting your trust in us! [AVVO] When you need the best. 5.0 stars Posted by Charles July 9,…
We recently prevailed on a civil cause of action in Wisconsin involving two divorcing, but not yet divorced, spouses that presented an interesting legal issue. If your spouse engaged in conduct that causes you harm, do you have a civil cause of action against him/her? Each spouse in Wisconsin has a statutory obligation to “act in good faith with respect…
Courts across the Country, including Minnesota, Iowa, Wisconsin and Arizona[1], “recognize the authority of corporate directors and want corporations to control their own destiny.”[2] But “courts also provide a critical mechanism to hold directors accountable for their decisions by allowing shareholder derivative suits” in which the shareholder steps into the shoes of the corporation to seek redress.[3] How are these…
We looked at the fiduciary duties that shareholders owe each other in Minnesota. How do those differ from the other states we are licensed to practice in, namely Iowa, Wisconsin and Arizona? There are some key differences. IOWA: The Iowa Supreme Court adopted a reasonableness standard in the Baur v. Baur Farms, Inc., 832 N.W.2d 663 (Iowa 2013) case related…
What duties do shareholders in Minnesota owe each other? Breach of fiduciary duty claims are asserted when the shareholder relationship has deteriorated. These claims are often factually intensive. They can also be emotionally taxing if the shareholder relationship started from or grew into a friendship or involves claims between family members. Shareholders of closely held corporations in Minnesota owe one…
Today’s blog takes a dive into what is a shareholder oppression claim in Minnesota. Such a claim can help remedy a shareholder that has been squeezed out or been the subject of unfairly prejudicial conduct that frustrated their reasonable expectations. Shareholders of a closely held corporation have a fiduciary duty to observe “the highest standard of integrity in their dealings…
Both Michael and Brandon were recognized by Minnesota Monthly for their work on behalf of the firm’s clients. Michael was recognized as a Top Lawyer in the Area of Health Care. Brandon was recognized as a Top Lawyer in Bet-the-Company Litigation. The respective profiles can be found at: Michael – https://www.minnesotamonthly.com/lawyers/top-lawyers-2022/schwartz-michael-d/ Brandon – https://www.minnesotamonthly.com/lawyers/top-lawyers-2022/schwartz-brandon-m/ Thank you to those who voted…
One trademark feature of the corporate form of business organization is limited liability for shareholders in which shareholder liability for the corporation’s contract or tort obligations is generally restricted to the amount of that shareholder’s capital contribution. In this regard, there is a corporate veil which protects shareholders’ personal assets from the reach of the corporation’s creditors. A judge, however,…