A PREMIER BUSINESS LITIGATION FIRM IN OCEAN COUNTY
In the business environment disputes arrive often and it is important to have a competent and experienced attorney advising you if your business is being sued in a lawsuit, if your business needs to enforce its interests with its own business litigation lawsuit, or if there is dispute within the business itself.
EXPERIENCED COMMERCIAL LITIGATION FOR BIG TRANSACTION BUSINESS DISPUTES!
Riviere Advocacy Group LLC offers legal representation for the entire business litigation cycle. The firm’s members are equipped with real business litigation experience and have represented companies in all phases of a business dispute from a lawsuit’s inception through trial we have your vital interests covered. Our firm represents corporations from near and far and we are truly and international representative when it comes to your commercial litigation needs.
The idea with any commercial litigation setting is to shelter the business from the harmful effects of commercial litigation. It is important to keep your businesses brand in a positive light, maintain your established business contacts and resolve our business disputes in reasonable and cost-effective manner that keeps your business on track for future success into the future.
What is the business litigation process in New Jersey?
In a typical case a complaint will be filed by the plaintiff and will be answered with various counterclaims by the defendant. For an example scenario let’s choose a dispute over control between two members of an LLC which is common dispute and is a likely business divorce.
In this scenario let’s say that BAT LLC is a New Jersey LLC that was formed in 2010, at which time BOB and SAM, the members, were issued seventy-five (BOB) and twenty-five percent (SAM) membership interests in the company. Let’s say that in 2014, BAT LLC amended its operating agreement so that BOB and SAM had exclusive management control over BAT LLC, which they exercised the management by votes in proportion to their percentage interest in the company. As with any business let’s assume that BAT LLC experienced a good business cycle for the next 5 years but by 2019, BAT was up against a wave of difficult business circumstances and BOB and SAM could not come to terms on how to deal with the new unfortunate business climate. In this example BOB volunteers to inject his own capital in exchange for additional equity in the company but SAM feels that new management and outside capital will cure their business issues.
Company management gets wind that SAM want’s a management change and in self-protection convinces BOB that he needs to take control of the company. BOB agrees, and is convinced that SAM is the problem and reaches out to counsel for advice on how divorce SAM from the business. BOB’s counsel drafts a plan to buy out SAM’s minority membership interests and sends it to SAM in an email making the buyout offer to SAM. SAM rejects the offer and responds that she desires to turn BAT’s fortunes around with a joint plan and that maybe after a more favorable business climate exists she will consider a better buyout in the future. She also kindly reminds BOB of how her minority interest is protected in BAT as per its operating agreement and suggest that that members come together to address BAT LLC’s business issues. BOB’s lawyers, after receiving SAMS response prepare an alternative plan to forcibly remove the minority member protections by using a reverse domestication.
RULLCA permits a New Jersey LLC to become a foreign LLC (reverse domestication) if the foreign jurisdiction’s law authorizes and permits the change and the law is complied with by the LLC (in our example, a Delaware LLC is being formed to transact a “freeze-out”). BOB’s lawyers find this loop hole because BAT’s operating agreement did not address a member’s rights with regard to a merger, and therefore, BAT can be reverse domesticated into the new entity by a simple majority vote, thereby depriving the minority members (SAM) of their management rights they thought they had. SAM gets another email from BOB’s lawyers whereby they advised SAM of the new operating agreement and Delaware LLC.
SAM now faces the situation that the new Delaware LLC can dilute SAM’s interest by the new Delaware LLC issuing new preferred interests to BOB. SAM’s head is spinning and now must sue along with the company’s other minority members alleging, among other claims, breach of fiduciary duty.
These are the type of complex issues and fact patters that arise in business litigation. Our attorneys have the skills needed to navigate a business dispute as set forth in this example, as well as in the areas of: Contract Dispute, Breach of Contract Claim, Business Freeze-Outs, Breach of Fiduciary Duty, Partnership Dispute, Stockholder Derivative Suits, Stockholder Dispute, Owners Dispute or Business Divorce. Give Riviere Advocacy Group LLC a call today, we make a great deal of business sense.