Edward S Robson

January 19, 2023 | The Legal Intelligencer

In disputes among the owners of a closely held company, involuntary judicial dissolution is the nuclear option.

By Edward S. Robson

8 minute read

December 30, 2022 | The Legal Intelligencer

The rule, besides explaining what a derivative complaint must include, prevents a plaintiff from bringing a derivative lawsuit if the plaintiff "does not fairly and adequately represent the interests of shareholders or members who are similarly situated in enforcing the right of the corporation or association."

By Edward S. Robson

9 minute read

September 13, 2022 | The Legal Intelligencer

"Sandbagging" is the term used to refer to what happens when a buyer, who enters an agreement knowing that one or more of the seller's representations or warranties are not true, brings a post-closing lawsuit against the seller regarding a breach of those same terms.

By Edward S. Robson

10 minute read

January 19, 2022 | The Legal Intelligencer

Given the dark clouds that quickly form overhead as tensions increase among partners in a partnership, one would assume it would make good business sense, if not common sense, for those partners to look out for each other.

By Edward S. Robson

9 minute read

December 28, 2021 | The Legal Intelligencer

For some owners of closely-held companies, installing a board of directors may seem more painful than cutting off one of their pinkie fingers.

By Edward S. Robson

8 minute read

August 25, 2021 | The Legal Intelligencer

There is arguably no more prevalent legal claim in business divorces than a claim of breach of a fiduciary duty. Simply put (and I do mean simply), when one person owes a fiduciary duty to another, the person with the duty must act in the best interests of the person to whom they owe the duty.

By Edward S. Robson

8 minute read

April 30, 2021 | The Legal Intelligencer

When legal disputes between owners of closely held companies turn the corner past "Let's resolve this issue without litigation" and head toward "See you in court," the owners and their lawyers typically begin jockeying for the upper hand in a potential lawsuit.

By Edward S. Robson

11 minute read

January 13, 2021 | The Legal Intelligencer

In many states, including Delaware, a potential plaintiff is not required to make a pre-suit demand when the board is not capable of making an independent decision—typically because board members are accused of wrongdoing themselves.

By Edward S. Robson

7 minute read

September 25, 2020 | The Legal Intelligencer

Many transactional attorneys view the fiduciary duties that flow from those in control of a company—officers, directors, managers, general partners and majority shareholders—to those not in control to be a nuisance because of the uncertainty they introduce into corporate transactions.

By Edward S. Robson

7 minute read

July 22, 2020 | The Legal Intelligencer

Confidentiality agreements have become a ubiquitous feature of commercial litigation. This is due, in part, to the expansion of e-discovery and the exchange of ever-increasing numbers of documents.

By Edward S. Robson

7 minute read