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,…
Conducting business in the form of a limited liability company (“LLC”) can provide protection to the LLC’s members, when business is conducted properly. Brandon will be presenting a continuing legal education seminar through myLawCLE on June 14, 2022 on how to best reinforce the LLC veil. More information can be found at the following link: https://mylawcle.com/products/llc-operating-agreements-reinforcing-the-corporate-veil/ Register for this seminar…
Congratulations to our client on prevailing on summary judgment! This win will make a big difference in his family’s life – they deserve it! Read the Decision and Order Summary Judgment below. The material contained herein is provided for informational purposes only and is not legal advice, nor is it a substitute for obtaining legal advice from an attorney, nor…
We previously posted a video regarding what derivative lawsuits are. In this post, we discussed with ReelLawyers our approach to handling such litigation. The material contained herein is provided for informational purposes only and is not legal advice, nor is it a substitute for obtaining legal advice from an attorney, nor do you have an attorney-client relationship with Schwartz Law…
The Construction Lawyers is an online directory for recommended construction attorneys, practice area news and legal insights which: “provides a concise and up-to-date guide to leading attorneys across all key areas of construction law. Our research covers all 50 states, with featured attorneys being selected based on the results of peer nominations, in-depth research, awards and client feedback. Our selection…