Author: Scott I. Unger
Employee vs. Independent Contractor? Important, Yet, Sometimes Confusing Distinctions
Posted in Employment Law
There is legal significance if is a person is deemed to be an “employee,” as opposed to an independent contractor. That determination is likely to be significant for a number of reasons, including: tort liability under respondeat superior; payroll taxation; workers’ compensation insurance; benefits; and statutory employee protections. Employers are… Continue reading
Disrespectful & Unfairly Dispropriate Treatment of a Female Shareholder by Male Majority Shareholders in Closely Held Corporation Constituted Oppression
Posted in Shareholder Oppression
An Erie County, New York Supreme Court Justice recently held that the disrespectful and unfair dispropriate treatment of a female shareholder based upon her gender in a closely held corporation constituted oppression. In re Matter of Diane M. Straka, Index No. 807308-2017 (citing, Bus. Law. §1104(a)-(1). In that case, the… Continue reading
Safety-Sensitive Positions and Random Drug Testing by Private Employers in New Jersey
Posted in Employment Law
As a general rule in New Jersey, private employers may not conduct random drug testing of current employees except employees in “safety-sensitive” positions. Notwithstanding scant authority on what constitutes a “safety-sensitive” position, it is clear that to qualify, there must be a direct and immediate nexus between the employee’s job duties and a fairly significant safety risk. Absent such a connection, an employer cannot require its employees to submit to random drug testing, though pre-employment testing and testing in light of a particularized suspicion are permissible. Continue reading
How long is New York’s Statute of Limitations for a Breach of Fiduciary duty claim? It depends.
Posted in Shareholder Oppression
New York does not have one statute of limitations governing all breach of fiduciary duty claims. Rather, it has two: three and six years. Continue reading
What is Corporate Deadlock?
Posted in Business & Commercial Law
The New Jersey Business Corporations Act and current New Jersey Limited Liability Company Act have slight differences in the way they define and address “corporate deadlock.” Continue reading
Pre-Derivative Suit Demand Letter Is Not Required In Pennsylvania When Corporation In Question Is Closely Held
Posted in Business & Commercial Law
In Pennsylvania, a claim of corporate waste is ordinarily derivative because the corporation is the directly injured party. Pennsylvania law generally provides that unless irreparable injury would result, a Plaintiff must make a written demand on the board of directors before filing a derivative action on behalf of the corporation. Continue reading
Internal Affairs Doctrine of Corporation Not Applied in Another New Jersey Minority Oppression Case
Posted in Business & Commercial Law
In previous blog posts, I’ve commented on New Jersey’s flexible approach as to which a state’s laws governs the relationships between the shareholders. Almost every state (with the exception of New York and New Jersey) will apply the State’s law where the corporation was formed or incorporated. Continue reading
New York Law Protects Minority Shareholders From Oppression
Posted in Business & Commercial Law
New York law provides protections for oppressed minority shareholders. These protections are contained in under New York’s minority oppression statute, it’s interpretation by the Courts along with New York’s recognition of the fiduciary duties majority shareholders owe the minority. Continue reading
A Nutshell on Marketability & Minority Discounts in New Jersey
Posted in Business & Corporate, Litigation, Shareholder Oppression
In most cases, the single most important issue in a minority shareholder oppression dispute is the valuation of the complaining shareholder’s interest in subject closely held company. One important sub-issue is the applicability of marketability and minority discounts in valuing a less than controlling interest in the subject closely held corporation. Continue reading
What is Legal Fraud?
Posted in Litigation
The law has a specific definition what constitutes actionable legal fraud. In order to assert a legal fraud claim the moving party must establish five elements by clear and convincing evidence. Continue reading
