PRTODAY / NewswireToday Free press release distribution service network

Written by / Agency / Source: PR Works Zone

Check Ads Availability|e-mail Article


Are you the owner of this article?, Turn it PREMIUM with your LOGO instead - and make it 3rd party Ads-Free! within the next hour!

Tarlow, Breed, Hart & Rodgers Attorney Addresses the Resolution of Disputes Among Co-venturers - Attorney Mark Furman, chairman of the litigation department of Tarlow, Breed, Hart & Rodgers, P.C. of Boston, MA outlined what can go wrong in joint ownership real estate ventures and how to approach the resolution of disputes among co-venturers
Tarlow, Breed, Hart & Rodgers Attorney Addresses the Resolution of Disputes Among Co-venturers

 

NewswireToday - /newswire/ - Boston, MA, United States, 2008/06/24 - Attorney Mark Furman, chairman of the litigation department of Tarlow, Breed, Hart & Rodgers, P.C. of Boston, MA outlined what can go wrong in joint ownership real estate ventures and how to approach the resolution of disputes among co-venturers.

   
 
Your Banner Ad Here instead - Showing along with ALL Articles covering Financial/Legal/Venture Announcements

Replace these Affiliate Programs at ANYTIME! Your banner here within the next hour. Learn How!


 

At the outset of a joint venture, many real estate investors don’t focus on the inevitable question – what could possibly go wrong?

At the recent Real Estate Bar Association for Massachusetts (REBA) 2008 Spring Conference Attorney Mark Furman, chairman of the litigation department of Tarlow, Breed, Hart & Rodgers, P.C., outlined not only what can go wrong, but also how to approach the resolution of disputes among co-venturers.

Disputes or claims that arise out of joint ownership agreements run the gamut. Common areas of discord include: self dealing, usurping corporate opportunities, entitlement to compensation or fees not fairly allocated, the right to work in a venture, mismanagement, unequal treatment, or exclusion from information, participation, and decision-making.

Under Massachusetts law, joint venture parties have the same fiduciary duties as partners, owing each other the duty of utmost good faith and loyalty, particularly in regard to minority shareholders. Co-venturers may not act out of self-interest or avarice in violation of their duty of loyalty to their partners and the business.

In matters involving business policy, majority shareholders have the initial burden of demonstrating a legitimate business purpose for the action taken. This includes majority shareholders exercising discretion in declaring or withholding dividends, deciding whether to merge or consolidate, establishing the salaries of corporate officers, dismissing directors with or without cause, and hiring and firing corporate employees. The minority shareholders then have the burden of demonstrating that the same legitimate objective could have been achieved through an alternative course of action less harmful to the minority’s interest. The Courts then weigh the legitimate business purpose against the practicability of a less harmful alternative. The Courts also consider the reasonable expectation of the parties.

In situations involving corporate opportunities and self-dealing, the burden is on those who benefit from the venture to prove that the decision was fair to the corporation. An agreement among owners should minimize claims. If it is a joint venture, the scope of the venture should be narrowly defined.

Although Massachusetts courts have indicated that the fiduciary duties owed between joint venturers can be modified or limited by contract, there has been a reluctance to allow for the total elimination of fiduciary duties. Statutory provisions also exist under Massachusetts law that can be used to limit or eliminate the personal liability of a manager or member of a Limited Liability Corporation (LLC) or limit the liability of a director of a business corporation.

Massachusetts courts will apply the law of the state of incorporation to claims concerning the internal affairs of a corporation, including claims for breach of fiduciary duty. The scope of fiduciary duties can vary from state to state, and the statute of limitations, burdens of proof, and available remedies may also differ.

Some claims may only be brought as derivative claims on behalf of a company. A derivative action must be brought to recover for breach of duties owed to the corporation. Because a derivative action is brought on the grounds of breach of duty owed to the corporation, any recovery will benefit the corporation. Claims that the majority has been paid excessive compensation must be brought as derivative claims. Direct claims for breach of duty owed to a shareholder may be brought directly by the aggrieved minority shareholder. Direct claims include those challenging the termination of employment and certain “freeze out” techniques.

In Massachusetts, breach of fiduciary duty through diversion of corporate opportunities and self dealing is usually subject to a three year statute of limitations while certain other contractual claims may be subject to a six year statute of limitations. The statute of limitations may be extended by virtue of the Plaintiff not having knowledge of the wrongdoing, fraudulent concealment, or in derivative actions, the adverse domination of the corporation by the alleged wrongdoers.

The court has broad equitable powers to fashion remedies where there has been a breach of fiduciary duty. Courts attempt to restore as nearly as possible the wronged party to the position they would have been in had there not been wrongdoing. Remedies should neither grant the minority a windfall nor excessively penalize the majority. The remedy should be consistent with the reasonable expectations of the parties.

Massachusetts statutory remedies are determined by provisions of the Limited Liability Company Act, the Uniform Partnership Act, the Limited Partnership Act, and the Business Corporations Act.

Tarlow, Breed, Hart & Rodgers, P.C.
Formed in 1991, Tarlow, Breed, Hart & Rodgers, P.C. is committed to providing high quality, comprehensive legal services to its clients. Featuring a breadth and depth of experience and perspective usually found only at larger law firms, Tarlow, Breed, Hart & Rodgers, P.C. offers sophisticated legal counsel to entrepreneurs, businesses, individuals, families, and institutions.
The firm’s areas of expertise include litigation and dispute resolution, corporate law, employment matters, mergers and acquisitions, estate planning, taxation, real estate, bankruptcy, and municipal law.

The expertise and collegiality of the firm’s fifty plus members, associates, and support staff has consistently resulted in the building of lasting relationships of trust and confidence.

The offices of Tarlow, Breed, Hart & Rodgers, P.C. (tbhr-law.com) are located at 101 Huntington Avenue, Prudential Center, in Boston, MA 02199. For additional information, or to arrange for a consultation, please call 1-617-218-2000, e-mail info[.]tbhr-law.com., or visit the website.

 
 
Your Banner Ad Here instead - Showing along with ALL Articles covering Financial/Legal/Venture Announcements

Replace these Affiliate Programs at ANYTIME! Your banner here within the next hour. Learn How!


 

Written by / Agency / Source: PR Works Zone

 
 

Availability: All Metropolitan Area

 

Traffic Booster: [/] Quick Newswire Today Visibility Checker

 

Distribution / Indexing: [+]

 
 
# # #
 
 
  Your Banner Ad showing on ALL
Financial/Legal/Venture articles,
CATCH Visitors via Your Competitors Announcements!


Tarlow, Breed, Hart & Rodgers Attorney Addresses the Resolution of Disputes Among Co-venturers

Company website links NOT available to basic submissions
It is OK to republish and/or LINK any newswire for any legitimate media purpose as long as you name Newswire Today and LINK as the source.
 
  Is this your article?
Activate ALL web links and social stream by Upgrading to Press Release PREMIUM Plan Now!

|
Publisher Contact: Steve Dubin 
781-582-1061 SDubin[.]PRWorkZone.com
 
Newswire Today - PRZOOM / PRTODAY disclaims any content contained in this article. If you need/wish to contact the company who published the current release, you will need to contact them - NOT us. Issuers of articles are solely responsible for the accuracy of their content. Our complete disclaimer appears here.
IMPORTANT INFORMATION: Issuance, publication or distribution of this press release in certain jurisdictions could be subject to restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with the applicable rules and regulations in the particular jurisdiction. This press release does not constitute an offer or an offering to acquire or subscribe for any PR Works Zone securities in any jurisdiction including any other companies listed or named in this release.

Financial/Legal/Venture via RSSAdd NewswireToday - PRZOOM Headline News to FeedBurner
Find who RetweetFollow @NewswireTODAY



Are you the owner of this article?, Turn it PREMIUM with your LOGO instead - and make it 3rd party Ads-Free! within the next hour!


Read Latest Articles From PR Works Zone / Company Profile


Read Financial/Legal/Venture Most Recent Related Newswires:

Societe Generale Group has Agreed to Sell the Entire Stake of Boursorama in Onvista AG to Comdirect Bank AG
Infinera to Participate in Upcoming Investor Conference
Propel Financial Services Partners with Clear Payment Solutions
Digital Payments Power Growth in Booming Asia-Pacific Financial Technology Landscape Notes Frost & Sullivan
Digital Readiness Key to Growth Opportunities in the Financial Services Market
Prairie Capital Advisors Announces The Sale of Cornerstone Treatment Facilities Network to An ESOP
Koch Agrees to Invest Over $2 Billion in Infor
FTI Consulting Recognized as a Top Service Provider in the Legal Industry
GE Completes Spin Off and Demerger of Bank BPH Core Bank to Alior Bank
ALM Expands Senior Leadership Team, Organization Focused on Customers and Transformation
Lazard Acquires Remaining 50% Stake in MBA Lazard - Fully Integrating its Latin American Operations
Western Union Business Solutions Announce Mark Davis As Head of Australia and New Zealand
Tabarak Investment Capital and Elite Capital & Co. Limited in Discussion to Finance Projects
Consulting Magazine Unveils the Profession’s Fastest Growing Firms At Inaugural Gala
Hills Invest Signs An Agreement with The Afore Profuturo in Mexico

Boost Your Social Network
& Crowdfunding Campaigns


LIFETIME SOCIAL MEDIA WALL
NewswireToday Celebrates 10 Years in Business


PREMIUM Members


Visit  BizJobs.com

Visit  JobsWare.com





 
  ©2016 Newswire Today — Limelon Advertising, Co.
Home | About | Advertise/Pricing | Contact | Investors | Privacy/TOS | Sitemap | FRANCAIS
newswire, PR free press releases distribution service magazines engine news alert newsroom press room breaking news public relations articles company news alerts newswiredistribution ezine bizentrepreneur biznewstoday digital business report market search pr firms agencies reports distri-bution today investor relation successful internet entrepreneurs newswire distribution prtoday.com freenewswiredistribution asianewstoday bizwiretoday USA pr UK today - NOT affiliated with PRNewswire as we declined their partnership offer in 2013
 
PRTODAY & NewswireTODAY are NOT affiliated with USA TODAY (usatoday.com)