If you are a “foreign” Limited Liability Company, such as a Delaware LLC, you must register in Massachusetts if you do business here. See Mass. Gen. Law c.156C, §54. That’s not difficult, but it does take a bit of effort and yearly filing fees. You must also have a registered agent within the Commonwealth. Doing business properly and following all the rules is costly, but not doing so is riskier and can be much costlier.
Shareholder / LLC / Partnership Disputes
I assist business people in their interactions with their business partners, including shareholders in close corporations, LLC members and managers, and partners in partnerships. I review, revise, negotiate and draft shareholder agreements, operating agreements, employment contracts, noncompete agreements and other types of agreements that impact these issues. I assist majority owners to deal with minority owners, including terminations. I assist minority owners who have been frozen out, terminated or otherwise treated unfairly. I assist in asset purchases and sales. I assist presidents and treasurers and CEO's and LLC Managers in their corporate agreements to help protect them from undue liability. I can represent businesses and business people in mediation, arbitration, litigation and trial.
Examples of results I have obtained in this practice area include the following:
- Obtained a $1.4 million agreement for judgment for a minority-shareholder of a local textile company
- Obtained a $255,000 settlement for a business executive in a Wage Act claim against LLC Managers
- Obtained a judgment for a business executive of over $640,000 against the acting CEO of an LLC
- Part of a trial team that obtained a jury verdict and a seven-figure judgment for an executive who was promised equity as an inducement to go to work for a start-up technology company.
- Obtained a defense verdict in favor of a shareholder of a now-defunct closely held corporation at a jury trial. Plaintiff brought claims for breach of contract, piercing the corporate veil, and violation of Chapter 93A.
- Obtained a preliminary injunction on behalf of a mortgage brokerage firm to enforce a noncompete agreement against a former employee in the business litigation session.
- Defeated an attempt to obtain a preliminary injunction to enforce a noncompete agreement against a former specialty product salesperson in the business litigation session.
- Negotiated a settlement for a high-level executive employee of over $1 million for breach of contract and sexual harassment claims.
- Defeated an employer’s attempt to obtain a preliminary injunction to enforce a noncompete agreement against an insurance broker in the business litigation session.
- Obtained an immediate payment of almost $100,000 for a minority shareholder who had been denied compensation by the majority shareholders.
- Negotiated a segregation of business assets for a minority shareholder who had been cheated by the majority shareholder.
- On behalf of a business owner, settled a mid-six-figure claim brought by an equipment lessor for low five-figure dollars.
- When a business client was sued on a commercial loan guaranty, with a deficiency of over $500K, settled the case at mediation for less than 1/4 of the amount due and obtained an assignment against co-guarantor. Then obtained a judgement against co-guarantor for over $500,000. Essentially turned client’s $500K obligation into a $500K potential asset.
- Obtained a judgment and assessment of damages for 50% shareholders of a close corporation who had been cheated by co-shareholders.
- Negotiated a favorable buyout of a 50% shareholder who abandoned close corporation.
- Convinced another departing 50% shareholder to abandon claims.
- Obtained summary judgment in favor of a local service firm sued for a variety of prevailing wage and wage violations.