Paul Peter Nicolai
Owners Can Sue As Employees
A minority owner in a limited liability company can be an employee for bringing misclassification and Wage Act claims.
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Paul Peter Nicolai
Apr 301 min
Supreme Court Limits Shareholder Suits
The U.S. Supreme Court unanimously ruled that a corporation's failure to disclose certain information about its future business risks,...
Paul Peter Nicolai
Apr 162 min
Court Declares Corporate Transparency Act Unconstitutional
The US District Court for the Northern District of Alabama has held that the Corporate Transparency Act (CTA) is unconstitutional. The...
Paul Peter Nicolai
Mar 125 min
Using Warrants to Get A Deal Done
An essential part of scaling for start-ups and emerging companies is the strategic use of investment tools. Stock options and warrants,...
Paul Peter Nicolai
Feb 65 min
Carve-Out Transactions
Carve-out transactions allow owners to divest non-core business units for value creation. Businesses have increasingly embraced carve-out...
Paul Peter Nicolai
Nov 7, 20238 min
Complying with Beneficial Ownership Reporting Rules Under the Corporate Transparency Act
Starting January 1, 2024, entities must comply with the reporting rules under the Corporate Transparency Act (CTA). The CTA applies both...
Paul Peter Nicolai
Sep 26, 20234 min
Delaware Rules Corporate Officers Have Duty of Oversight
The Delaware Court of Chancery ruled for the first time that corporate officers owe a fiduciary duty of oversight. The Court held that an...
Paul Peter Nicolai
May 30, 20231 min
Delaware Court Confirms Corporate Officers Owe the Same Fiduciary Duties as Directors
The Delaware Court of Chancery denied a motion to dismiss filed by a former employee of the former employer’s claims that he breached his...
Paul Peter Nicolai
Feb 14, 20231 min
Corporate Veil Protected
Homeowners sued a corporation and its owner over a remodeling project gone bad. The homeowners said the company owner should be liable...
Paul Peter Nicolai
Dec 27, 20223 min
Corporate Exclusive Forum Provisions
Many public and private companies have recently adopted exclusive forum provisions in their charter or bylaws. They can benefit a company...
Paul Peter Nicolai
Jul 26, 20221 min
Investors can recover lost-expectation damages
An investor claimed a company owner lied when he sold him 1% of his company by not disclosing that outstanding options diluted his...
Paul Peter Nicolai
Jul 19, 20229 min
The Corporate Transparency Act
Congress has passed the Corporate Transparency Act of 2020 (“CTA”). Its core is a set of reporting requirements imposed on just about...
Paul Peter Nicolai
May 31, 20221 min
Deadlock Does Not Mean Dissolution
A 50% shareholder sued to have the corporation dissolved because of irreconcilable differences with the other 50% owner. The court...
Paul Peter Nicolai
Feb 22, 20221 min
Pennsylvania Supreme Court Rejects Business Registration as Consent to Personal Jurisdiction
The Pennsylvania Supreme Court struck down Pennsylvania’s consent-by-registration law. That law said that an out-of-state business...
Paul Peter Nicolai
Nov 2, 20214 min
Delaware Supreme Court Adopts New Test for Establishing Demand Futility. Directors Get Protected
Delaware’s Supreme Court has adopted a new three-part universal test to decide a whether pre-suit demand upon a company’s board should be...
Paul Peter Nicolai
Oct 12, 20212 min
Companies May Select Forum Through Charter Provision
Before filing registration statements with the SEC, a group of companies designated the federal courts as the exclusive place to resolve...
Paul Peter Nicolai
Apr 6, 20218 min
Here Comes The Federal Corporate Transparency Act
The 2021 National Defense Authorization Act (the NDAA) was enacted on January 1, 2021. Part of it imposes new beneficial ownership...
Paul Peter Nicolai
Aug 1, 20176 min
Understanding the Benefit Corporation
Benefit Corporations modify general corporation law by allowing purposes other than maximizing stockholder welfare.
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