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Oppression of LLC Member

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… Read More
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Categories: Business Law

Dissolution of a Corporation - Distributions to Shareholders

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… Read More
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Categories: Business Law

Covenant-Not-to-Compete or Non-Compete Agreement

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… Read More
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Categories: Business Law

Stock vs Asset Sales

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… Read More
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Categories: Business Law

Does our corporation have to have annual meetings?

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… Read More
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Categories: Business Law

What is the JOBS Act?

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… Read More
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What is a Limited Liability Company (LLC)?

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… Read More
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Categories: Business Law

Crowdfunding: When securities are purchased pursuant to the crowdfunding provision of the JOBS Act, are they transferable?

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… Read More
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Categories: Business Law

Corporations

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… Read More
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Categories: Business Law

Updating Corporate Minute Books

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… Read More
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Categories: Business Law

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– D. Preston, Capital Steel & Wire Inc.

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