Derivative lawsuits are the primary vehicle by which a corporate shareholder may file a suit for damages against the corporate board of directors. Before pursuing such a claim, however, the law in Missouri requires that the shareholder must make a demand upon the board of directors to correct the wrongs being complained about. To be…
Legal Articles
Joint Business Ventures/Enterprises
A joint venture is a partnership of one or more sole proprietors, partnerships, corporations, or limited liability companies formed for the purpose engaging in a specific type of business. The most obvious advantage with a joint venture agreement is that a new business entity does not necessarily have to be created to effectuate the joint…
Duty to Read and Disclose in Contracts
With contracts, under traditional common law (i.e., case precedent), in the absence of fraud, one who signs a written agreement is bound by its terms regardless of whether he/she read and understood it. Accordingly, people are bound by their contracts even if they choose not to read them. If not reading a contract was a…
Corporate/Business Shareholder Preemptive Rights, Options
With Missouri corporations — both closely held and public — one of the major issues that must be addressed is whether stockholders are entitled to preemptive rights. Simply speaking, preemptive rights allow stockholders to purchase stock in future sales of stock, thus allowing them to maintain their ownership percentage in the corporation. For instance, if…
Eminent Domain
The legal authority for eminent domain is constitutional. Article I, Section 26 of the Missouri Constitution provides: That private property shall not be taken or damaged for public use without just compensation. Such compensation shall be ascertained by a jury or board of commissioners of not less than three freeholders, in such manner as may…
Business, Corporate, Contract Disputes
We handle disputes involving businesses of all sizes and contracts of all nature. Because such disputes can often have major consequences — both financially and in terms of how a business is run — we handle protracted litigation to reach a favorable resolution for clients. From trade secret disputes, to securities litigation, real estate disputes,…
Missouri Breach of Contract and Business Attorney
Breach of contract occurs when a (1) party is under an absolute duty to perform, this (2) absolute duty of performance has not been discharged, and there is a (3) failure to perform in accordance with the contract’s terms. Although this on it face seems simple, there are many, many issues in contract law which…
Personal Guarantees, Unsecured & Secured Debts/Loans
Personal Guarantees, secured loans, and unsecured loans are commonplace in business. What are they? Personal guarantees are sometimes viewed as anathema by the business owner. Yet, in many cases, a creditor will insist on a personal guarantee with the business owner (and his/her spouse to circumvent the tenancy by the entirety problem) before executing a…
Saint Louis Business Attorney
We offer free consultations for business entity formation (corporations, partnerships, limited liability companies, sole proprietorships, fictitious names), business governance, business/commercial compliance, business dispute resolution, and commercial litigation. We work frequently in contract law, and, therefore, handle contract formation, breach of contract , and contract amendments. Contact us for a free consultation for your business or…
Saint Louis Corporate/Business Attorney
We offer free consultations for a wide-range of legal services, including but not limited to: business entity formation, business governance, business/commercial compliance, business dispute resolution, and commercial litigation. We work frequently in contract law, and thus are able to handle contract formation, breach of contract claims, and contract amendments. Because breach of contract actions often…