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Do Minority Shareholders Ever Owe A Fiduciary Duty of Loyalty and Care to the Corporation and/or Other Shareholders?

Posted on Feb 19, 2016 in Complex Commercial Litigation

It may seem surprising to many that Florida law has not clearly prescribed by statute or otherwise what duties, if any, minority shareholders may owe to the corporation and/or to other shareholders.  While minority shareholders in publicly traded or held corporations usually do not owe the same fiduciary duties of loyalty and care owed by officers and directors to the company and to its shareholders, what duties are owed to whom becomes much less clear in the context of closely held corporations. A closely held corporation usually has no publicly traded market for its stock and often is owned by […]

Selling your Business through a Charitable Remainder Trust – a Win-Win for Taxpayers and Charities – Part 1

Posted on Feb 19, 2016 in Estate Planning

You worked hard and built a successful, valuable business. You wonder, “Is it is time to sell?” Now could be the time to travel and enjoy the fruits of your labor and check items off your bucket list.  But if you decide to sell, now is also the time to pay a large capital gains tax to the IRS on the gain from the sale of your business. What if you had a choice?  What if you could take a portion of the proceeds and give it to charity instead of to the IRS?  What if you could make that […]

NLRB’S Continued Invalidation of Class Action Waivers

Posted on Feb 10, 2016 in Complex Commercial Litigation

After about a year of silence on the topic, the National Labor Relations Board (NLRB) has issued yet another decision invalidating a class and collective action arbitration waiver, doubling down on its earlier decisions in In re D.R. Horton, Inc. and Michael Cuda1 and Murphy Oil, U.S.A, Inc. and Sheila M. Hobson.2 In doing so, the NLRB is again seemingly unfazed by the federal courts’ near absolute refusal thus far to follow the NLRB’s decisions invalidating class and collective action waivers in employment arbitration agreements.3 In The Neiman Marcus Group, Inc. and Sheila Monjazeb, Neiman Marcus became the latest company to draw […]