applied to closely held corporations
such as Hobby Lobby and Conestoga,
This support only boosted the logical conclusion that the Dictionary Act had already provided that closely held corporations
are considered persons under the Act.
while dividend payments are not.) (18) In a closely held corporation
* Marketable, noncontrolling ownership interest (e.g., as if the closely held corporation
stock was publicly traded on a stock exchange)
In Illinois, case law holds that a shareholder who owns a majority interest of a closely held corporation
owes a fiduciary duty to the minority shareholders.
For instance, in a closely held corporation
that has less than 10 shareholders, the corporation or controlling shareholder, to drive down the buyout price of a dissenting shareholder's shares, could simply add a few nominal shareholders, thereby taking the corporation over the threshold 10 shareholders number, which would then allow a significant reduction in the dissenting shareholder's buyout price.
(52) In these situations, particularly in closely held corporations
, where the mere presence of a disinterested director will not overcome strict dominance, the legal decision to run the statute of limitations should not depend on such a singular presence.
Following a discussion of the probate process, the authors discuss business continuation issues for each form of business from proprietorship to the closely held corporation
. This is followed by a discussion of postmortem estate preservation planning topics.
Redeeming shareholders in closely held corporations
may now face legal challenges from creditors attempting to unwind stock repurchases on two fronts: (1) If a corporation makes a distribution while insolvent, or the distribution impairs its capital, the transaction may be attacked under state law; and (2) Where a stock redemption provides for delivery of a promissory note by the corporation, the balance owing on the promissory note may be equitably subordinated later -- even years later -- should the corporation file bankruptcy, notwithstanding the corporation was solvent at the time of the stock repurchase.
The booklet discusses many other legal issues of a closely held corporation
Under this position, the value of shares in a closely held corporation
is determined not by reference to what the particular shares would fetch in a hypothetical market sale, but instead by valuing the company as a whole and by ascribing to each share its pro rata portion of that overall enterprise value.
Justice Samuel Alito, writing for the court's majority, said protecting the religious rights of closely held corporations
, which are often small, family-run businesses, ''protects the religious liberty of the humans who own and control them.''