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Special Report on

Drafting a Shareholders Agreement

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Shareholders' agreements often include broad arbitration clauses mandating arbitration of all disputes arising out of or relating to the agreement.  Courts routinely enforce such clauses when a non-compliant shareholder files a court petition for judicial dissolution of the corporation.  (For more on general principles concerning arbitration of dissolution disputes, read  here .)  In a recently decided dissolution case called Matter of Rosenberg (ARS Financial Services, Inc.) , 2010 NY Slip Op 30616(U) (Sup Ct Nassau County Mar. 17, 2010) , the shareholders' agreement ...
In strict legal theory, the relationships amongst the shareholders and those between the shareholders and the company are regulated by the constitutional documents of the company; however, where there are a relatively small number of shareholders it is quite common in practice for the shareholder to supplement the constitutional document. There are a number of reasons why the shareholders may wish to supplement (or supersede) the constitutional documents of the company in this way: a company's constitutional documents are normally available for public inspection, whereas the terms of a shareholders' agreement, as a ...
justice denied!
In 2001, Tony Anderson hired Bridgewater lawyer J. C. Reddy to help him deal with a case. Through this acquaintance, Tony discovered that Mr. Reddy was a very knowledgeable lawyer when it came to business dealings. At the time, Tony operated a computer company, Medway Computer Services, with his business partner, Jeff Fraser. Tony was looking into having the company set up as a limited liability company to include the three business partners: Jeff Fraser, Tony Anderson and Byron Moreau. Mr Reddy suggested setting up a holding Company, (AFM Management Ltd). They did so, and Mr. Reddy filed the company with the Registry ... market research, surveys and trends
What Is A Shareholder's Agreement?
A shareholders agreement, also known as stockholders agreement, is a supplemental document to the constitutional documents of the company that governs the relationship between the owners of the company. Corporate relationships are usually governed by the constitutional documents of the company which are: Articles of incorporation This is the primary document and generally regulates the activities of the company including its objectives and powers. By-Laws This is the secondary document. It generally regulates the companys internal affairs and management. This includes procedures for board meetings and dividend entitlement. If ... market research, surveys and trends


: Warshawsky : New York Business Divorce
Viewers of Saturday Night Live in the late 1970's remember Gilda Radner's frumpy, hard-of-hearing character, Emily Litella, who gave misguided, agitated responses to TV editorials.  At the end of each sketch, after being told by Chevy Chase or Jane Curtin that she had misheard a critical word in the editorial, rendering moot her hilarious thesis, Litella would look straight into the camera and reply meekly, "Never mind."  It became a catchphrase of the times. I thought of Ms. Litella's catchphrase when I read the Appellate Division, Second Department's ... industry trends, business articles and survey research
Nov 6, 2004 ... exercising shareholder to pay for the shares with ten percent ..... even include drafting a shareholders agreement (if not done concurrently ... industry trends, business articles and survey research
Education Dept. Will Release Stricter Rules for For-Profits but Delays One on ...
Vendors at last week's annual meeting of the Career College Association advertise services that help for-profit colleges with marketing and enrollment management—activities that would receive closer scrutiny under new federal rules. Enlarge Image Vendors at last week's annual meeting of the Career College Association advertise services that help for-profit colleges with marketing and enrollment management—activities that would receive closer scrutiny under new federal rules. By Kelly Field and Jennifer Gonzalez Washington After an intense lobbying effort by for-profit colleges, the Education Department announced ... market trends, news research and surveys resources
The role of a shareholders agreement with respect to estate planning
The majority of entrepreneurs understand the importance of having a will to deal with the tax consequences of their death, but many are still unaware of the role that a shareholders agreement can play in their estate planning. Please log in below to access the full article. If you are not an existing Lexology subscriber, please register for the free daily legal newsfeed service here . Agreements often refer to obligations being performed to a certain standard. In a decision of interest to professionals, their employers and their clients, an Ontario court has ruled that two engineers were entitled to secretly ... market trends, news research and surveys resources


Negotiating and Drafting Shareholders' Agreements in Venture ...
Negotiating and drafting a shareholders' agreement that is appropriate for use in venture capital financings requires a sound knowledge of both the business ... technology research, surveys study and trend statistics
McDonald's Corporation; Rule 14a-8 no-action letter
consideration offorms provided by shareholders that are in-use elsewhere such as at Sysco, the. State of California, and other places. Circulate the draft ... technology research, surveys study and trend statistics
MSU Law: Course Descriptions
(Formerly DCL 519) Managed Care Law focuses on the legal aspects of health care delivery, particularly as they relate to the financing of health care. The course introduces the complexities of contemporary health care delivery finance (e.g., managed care, health maintenance organizations, and capitation) before considering issues of liability and the regulation of managed care. The course concludes by considering several topical issues including the impact of ERISA, contracting in a managed care environment, and the growing emphasis on compliance (e.g., the False Claims Act and Physicians at Teaching Hospitals regulations). ...
Starting a Small Business: Starting business in USA, non-resident ...
I am a business and tax attorney and have spent more than 30 years assisting people in starting a wide variety of businesses. I can answer questions about the basic differences between the various entities available to new businesses, including limited liability companies, corporations, S corporations and partnerships. I can provide guidance in other areas facing start ups, such as hiring employees, signing contracts and obtaining necessary licenses. I can also direct people to sources for answers to specific legal questions which cannot be answered in a forum of this nature. Experience Experience in the area I have been an ...
Commercial Real Estate Investment: Build to Suit Negotiations ...
I am a property owner/investor with development experience. I have been approached by a broker I have dealt with in the past to enter into a design build lease project. I have several questions which I will list following a brief bit of background.    Ideally the Realtors client "the buyer" would ideally like to purchase a portion of my property, but it is unserverable- hence the build to suit option as it will allow me to retain rights to further leasable development on the unused portion of the property. The buyer is the loosely linked 'subsidiary' of a large multi-national who is just entering ...