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“Piercing the corporate veil” is one of those legal terms that makes a legal action seem more romantic than it really is. When a party to a legal dispute attempts to pierce the corporate veil of a corporate adversary, they
Continue Reading THE PENNSYLVANIA SUPREME COURT MAKES IT HARDER FOR BUSINESS OWNERS TO ESCAPE LEGAL LIABILITY BY HIDING BEHIND CORPORATE STRUCTURES

There is arguably no more prevalent legal claim in business divorces than a claim of breach of a fiduciary duty. Simply put (and I do mean simply), when one person owes a fiduciary duty to another, the person with the
Continue Reading WITHOUT EQUAL? PENNSYLVANIA FEDERAL COURT CHARTS NEW PATH, RULES FIDUCIARY DUTY EXISTS BETWEEN 50/50 CO-OWNERS OF A BUSINESS

When legal disputes between owners of closely held companies turn the corner past “Let’s resolve this issue without litigation” and head toward “See you in court,” the owners and their lawyers typically begin jockeying for the upper hand in a
Continue Reading CIVIL RICO IN PENNSYLVANIA BUSINESS DIVORCE CASES: A HAMMER WITHOUT A NAIL?

Last month, we tackled Pennsylvania’s “universal” demand requirement. As a refresher, unlike many states, Pennsylvania will not excuse the shareholder of a company who wants the company to sue its executives or directors from making a written demand on
Continue Reading CAN CLOSELY HELD COMPANIES INVESTIGATE SHAREHOLDER COMPLAINTS WITHOUT BREAKING THE BANK?

Attorneys that represent shareholders of publicly traded companies in securities litigation are intimately familiar with the pre-suit demand required by the corporate law of many states. The purpose of the demand is to give the board of a company an
Continue Reading PA’S “UNIVERSAL DEMAND” REQUIREMENT: A HAZARD FOR THE UNWARY BUSINESS DIVORCE PRACTITIONER

I recently covered whether parties can be liable for a claim of aiding and abetting breach of fiduciary duty in Pennsylvania.

In that post, I explained the two different frameworks for these claims that have been established by Pennsylvania courts.
Continue Reading WHEN IT COMES TO AIDING AND ABETTING CLAIMS IN PENNSYLVANIA, (ACTUAL) KNOWLEDGE IS POWER

The American Law Institute recently announced its plans to draft a Restatement of the Law of Corporate Governance. (https://www.ali.org/projects/show/corporate-governance/#_participants). This is ALI’s second attempt at such a restatement.

Stephen Bainbridge, a professor at the UCLA School of Law
Continue Reading WHAT ARE THE ALI PRINCIPLES OF CORPORATE GOVERNANCE GOOD FOR IN PENNSYLVANIA? NOT VERY MUCH.

In Pennsylvania, can you be liable for someone else’s breach of their fiduciary duty to a co-owner of a closely held business if you knew about the breach, were somehow involved with it, and assisted or encouraged that person’s breach?
Continue Reading AIDING AND ABETTING BREACH OF FIDUCIARY DUTY? PENNSYLVANIA BUSINESS DIVORCE LITIGATION IS GOING TO GET MORE INTERESTING

When two or more people become owners of a limited liability company and embody their relationship in an operating agreement, they usually see sunshine and rainbows in their future. They have an idea, they have a corporate structure, and they
Continue Reading WAIVING JUDICIAL DISSOLUTION IN PENNSYLVANIA: NOT HAPPENING, BUT THAT MAY BE OKAY.