» Business Law
Oppression of LLC Member
August 17th, 2020
What rights does a limited liability company member have if they are being treated unfairly by the other members of the company? The answer to this frequent problem is found in Michigan statute and case law. The statute MCL 450.4515 provides: A membe…
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Categories: Business Law
Dissolution of a Corporation - Distributions to Shareholders
December 6th, 2015
One of our customers that owes us money sent me a notice that they are dissolving. Can the shareholders of the dissolving corporation take the assets of the corporation without paying us? A dissolving corporation is required to make adequate provisio…
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Categories: Business Law
Covenant-Not-to-Compete or Non-Compete Agreement
November 22nd, 2015
A Covenant-Not-to-Compete or non-compete agreement is enforceable if it protects the employer’s reasonable competitive business interests and it is reasonable in duration, geographical scope, and line of business. A non-compete agreement protec…
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Categories: Business Law
Stock vs Asset Sales
October 11th, 2015
Asset sales are more common than stock sales. The asset sale typically reduces purchaser expose to liabilities of the seller and increases tax deductions for the purchaser. In an asset sale the known and unknown liabilities of the selling corporation…
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Categories: Business Law
Does our corporation have to have annual meetings?
September 22nd, 2015
Your corporation should have two types of meetings each year. A shareholder meeting and a director meeting. An annual meeting of shareholders for the election of directors and other business as provided by the corporation’s bylaw is required by Mic…
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Categories: Business Law
What is the JOBS Act?
April 2nd, 2015
The Jumpstart Our Business Startups Act (the JOBS Act) was signed into law by President Obama on April 5, 2012. The JOBS Act makes it easier for private, U.S. companies to raise capital by selling investments in their companies (securities) to invest…
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What is a Limited Liability Company (LLC)?
April 1st, 2015
A limited liability company is a business formed by an organizer who may, but need not be a member. It is a business entity separate from its members and liability is limited to the financial contribution made by the member. The members are the owner…
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Categories: Business Law
Crowdfunding: When securities are purchased pursuant to the crowdfunding provision of the JOBS Act, are they transferable?
March 30th, 2015
Investors cannot transfer securities purchased pursuant to the crowdfunding provision of the JOBS Act for 1 year beginning with the date of purchase. There are exceptions to this 1 year restriction for transfers: (i) to the issuer, (ii) in a register…
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Categories: Business Law
Corporations
March 25th, 2015
A “Corporation” is an association of persons, created by law and existing as an entity with powers and liabilities independent of those of its members. In the case of profit corporations, its owners are shareholders. The owners of nonprof…
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Categories: Business Law
Updating Corporate Minute Books
January 26th, 2015
Corporate shareholders actively engaged in running their corporation (business owners) often get so busy running their corporation that they forget to follow corporate formalities like holding shareholder and board meetings and keeping minutes of tho…
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Categories: Business Law