Summary: From courts and regulators to shareholders and corporate acquirers, all treat board minutes, resolutions and other governance records not just as formalities, but as evidence of business decisionmaking. When disputes arise those records constitute an essential safeguard, demonstrating process, diligence, and candor at precisely the moment those considerations matter most. In a shareholder suit over a Read More
How Balance in Tag-Along and Drag-Along Rights Shape Exit Strategies
Partnerships, LLCs, and closely held corporations thrive on balance. They’re a blend of financial commitment and decision-making authority. When it’s time for owners to part ways or bring in outside investors, this balance is tested. Who gets to call the shots? Who has to follow? These questions are where the interplay between ownership, control, and exit provisions like tag-along and drag-along rights come into Read More
Investigating The Investor
Newspapers are filled with stories about unwary investors misled by duplicitous CEOs and corporate founders. But what is far less covered is the unreasonable or bad faith investor who peppers all levels of the organization with demands for information, who panics over every change in the marketplace or the business plan, who doesn’t trust management, who poisons fellow investors against the company, who tries to Read More
The Third Degree: Options When Presented With a Fiduciary Breach That Harms Your Business
Last month, Baker Jenner LLLP published a blog detailing the limited rights of pharmaceutical companies to market products for non-FDA-approved uses, which is still an open question in many courts. The FDA’s authority notwithstanding, companies operating in the FDA space occasionally see it in their best interests to challenge a claim (implied or express) made by a competitor in interstate commerce. The Read More
