Corporate shareholders with voting shares have the right to elect a corporation’s directors. Elections typically occur at an annual shareholder meeting. If the company does not schedule an annual meeting, a shareholder may have the right under the applicable state corporation statute to ask a court to order that such a meeting be scheduled. In Ielmini v. Patterson Frozen Foods, Inc. (Court of Appeals of California, Fifth District, September 12, 2018), a California Court recently ordered that an annual meeting be held in the context of a family-owned business where certain directors and controlling shareholders had previously refused to hold a meeting. Continue Reading Court Orders Family-Owned Business to Hold Annual Shareholder Meeting
As the M&A market stays active, more and more family-owned businesses are selling to third parties. Many of these transactions involve sophisticated buyers, who spend a lot of time, money and effort on due diligence of a seller. While there are many elements that go into a successful sale of a business, sellers can take a few steps prior to starting on the sale process to help ensure smoother negotiations (and hopefully a smooth transaction). Continue Reading Thinking of Selling Your Family Business? Some Preliminary Steps.
A corporation ordinarily is not liable for the debts of other entities or for the debts of its owners in the absence of an express agreement, such as a guarantee. However, a creditor of one company may try to impose liability on one or more non-debtor entities under “alter ego” or “successor liability” theories in certain circumstances. In these circumstances, a creditor often alleges that there has been a transaction between a predecessor debtor entity and successor non-debtor entity through which: (1) the successor expressly or impliedly has assumed the liabilities of the predecessor; (2) the transaction has resulted in a de facto merger between the entities; (3) the successor is a mere continuation of the predecessor; or (4) the transaction is a fraudulent effort to avoid liabilities of the predecessor. If the creditor is successful, a non-debtor entity may then become liable for debts that it did not incur in its own name and that non-debtor entity’s assets also may be reachable to satisfy the debts. Continue Reading Beware of Successor Liability Claims in Connection with Family-Owned Businesses