Professional Services

Risk Assessment – Corporate and Tax Compliance to Maintain Your Non-Profit Business: Failure to Comply Can Put You Out of Business

11/13/2015| Event

Deidre R. Wheatley-Liss and Kerri A. Wright will present "Risk Assessment – Corporate and Tax Compliance to Maintain Your Non-Profit Business: Failure to Comply Can Put You Out of Business" on November 13, 2015 at the ASAH 38th Annual Conference in Atlantic City.

The keynote speaker for the conference - "Faces of Success" - is Kerry Magro M.A., motivational speaker, author, consultant and autism advocate.

Established in 1974, ASAH serves private special education schools and agencies in New Jersey, promoting programs and policies that protect individuals living with disabilities and their families, particularly in regards to their education.

For more information on ASAH and the annual conference, visit

Getting a Divorce from your Business Partner

5/15/2014| Article

By Michael L. Rich and C. John DeSimone, III

What do you do if you hold a minority interest in a closely held corporation or limited liability company and the majority is running roughshod over you? What if you and your fellow shareholders are deadlocked and cannot agree on anything concerning the operation of the business? If you find yourself in this predicament, the good news is that the situation is not hopeless. In New Jersey, the law affords protections and remedies to minority shareholders facing deadlock, oppression, or frustration of their reasonable expectations as owners. Consequently, oppressed shareholders need not suffer by being locked in a close corporation where they may be receiving no income, no return on their investment, and no ability to sell their shares.

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The Business Judgment Rule: Partial Armor for Directors and Officers

4/1/2014| Article

By Michael L. Rich

A shareholder sues the board of directors derivatively on behalf of the corporation. The corporation or directors seeks legal representation to defend them from individual liability. The practitioner instantly thinks of the business judgment rule, the go-to defense in shareholder derivative litigation and various other director and officer liability lawsuits. It’s common knowledge that the rule provides some degree of protection against many such actions. But when can this rule be invoked to shield from second-guessing or liability? How much armor does it really afford? There are some important questions the practitioner needs to consider regarding which party bears the burden of proof and how deferential the applicable law will be to his or her clients.

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New Jersey Judiciary's Complex Business Litigation Program Goes Statewide

3/24/2015| Article

Commercial Litigation Briefs - March 2015

By Michael L. Rich

Effective January 1, 2015, the New Jersey judiciary expanded its nearly two-decade old Complex Business Litigation Program to operate statewide. The program is designed to handle complex commercial and construction cases that have the potential for $200,000 or more in damages.

The expanded program has an interesting history and purpose. In 1996, the late Chief Justice Wilentz instituted an experimental program to handle complex commercial litigation. A pilot plan for the creation of a complex commercial subtract, limited to Bergen and Essex counties, was developed and implemented. Over the last decade or so, consideration was given to a business court being created as a separate statutory court. Ultimately, however, it was decided that essentially the same result could best be achieved through a separate track within the Superior Court, Law Division, as opposed to a separate statutory court.  Thus, the determination was made to extend the pilot program statewide.

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NJCPA Business Valuation Roundtable: The Business Divorce

4/21/2015 09:00 AM| Event

This NJCPA roundtable discussed the process of obtaining a business divorce, the likely need for valuations as part of that divorce, and key legal principles that govern such disputes. In addition, the roundtable addressed steps that can be taken during the honeymoon phase of the relationship so as to make any potential divorce less expensive with the outcome more certain.

The roundtable was led by Michael L. Rich and C. John DeSimone.

To learn more, please visit NJCPA.

NJ Appellate Court Construes Statute Allowing For Judicial Expulsion of LLC Member if "Not Reasonably Practicable" to Carry on Together

6/16/2015| Article

Com Lit Brf -LLC

Commercial Litigation Briefs - June 2015

By Michael L. Rich

The New Jersey Appellate Division recently tackled for the first time in IE Test, LLC v. Kenneth Carroll (N.J. Appellate Division, Docket No. A-6159-12T4, decided March 17, 2015) the standard for obtaining judicial expulsion of a fellow limited liability company (LLC) member for engaging in conduct making it "not reasonably practicable to carry on the business with the person as a member."  

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