At The Jayson Law Group LLC our Newark business attorneys focus on various types of business contracts and formations. Today we would like to discuss the difference between licensing a business and franchising a business.

Every successful business owner is faced with the decision to invest more capital and grow or stay small. There are inherent risks in growing, but licensing and franchising are two ways through which owners can grow their business while delegating much of the risks and costs to a third party, the licensee or franchisee.  Continue reading →

Previously, The Jayson Law Group LLC discussed the ability of shareholders of a corporation to call into the year meeting. In today’s post we will examine proxy voting. So, what is proxy voting? To help explain it, we are going to give you a situation:

Rachel and Steven are two of many shareholders in Widget Co, a corporation based in New Jersey.  Widget Co. holds its annual meeting every June.  During this year’s June meeting Widget Co. will be voting on a myriad of issues.  Steven will be unable to attend this year’s annual meeting.  Rachel will be attending.  Since Steven knew this, and Rachel and Steven have always agreed on issues pertaining to Widget Co., Steve told Rachel to vote his shares at this year’s annual Widget Co. meeting.

In this situation Rachel is serving as a proxy for Steven in voting his shares. Proxy voting gives the power of attorney to a shareholder to cast the vote of another legal vote holder. Proxy voting requires a signed statement authorizing one person to vote in the signer’s stead. It is used in stock businesses, where shareholders have a monetary interest.  Continue reading →

Welcome to The Jayson Law Group LLC’s final post on the Revised Uniformed Limited Liability Company Act’s (“RULLCA”) derivative action rules.  In Part 1 we discussed what a derivative action is and how a derivative action can be brought.  In Part 2 we discussed the proper plaintiff and what the proper plaintiff must allege in the complaint.  In Part 3 we began our discussion of Special Litigation Committees and how they are created.  In Part 4 we will discuss what the Special Litigation Committee does and what happens to the benefits and proceeds from a successful derivative action.  Continue reading →

In Part 1 of The Jayson Law Group LLC’s series on the Revised Uniform Limited Liability Company Act (“RULLCA) we discussed what a derivative action is and how a derivative action can be brought.  In Part 2 of this series The Jayson Law Group LLC discussed the proper plaintiff and what the proper plaintiff must allege in the complaint.  In Part 3 we will discuss the Special Litigation Committee and how they are created.  Continue reading →

Welcome to Part 2 of The Jayson Law Group LLC’s discussion of the Revised Uniform Limited Liability Company Act’s (“RULLCA”) derivative action laws.  In Part 1 of this series we gave a scenario of a member of Widget LLC having an issue with how management of Widget LLC was handling a particular situation with Doodad LLC.  We discussed what a derivative action is, and the requirements for that member to bring a derivative action.

In today’s post we are going to discuss who the proper plaintiff is in order to bring a derivative action.  We will also discuss what must be included in a pleading for a derivative action in New Jersey.  Continue reading →

The Jayson Law Group LLC discussed in a previous post that New Jersey adopted the Revised Uniform Limited Liability Company Act.  We also had a three part series on the new derivative suit law regarding corporations (Part 1, Part 2, and Part 3).  In today’s blog post The Jayson Law Group LLC is going to discuss the Revised Uniform Limited Liability Company Act’s derivative action provisions.  To do that we are going to examine 42:2C-68 through 42:2C-27 of the Revised Uniform Limited Liability Company Act.  Continue reading →

At The Jayson Law Group one of our practice areas in New Jersey business law is mergers & acquisitions. Here is a scenario to help explain the difference between an acquisition and a merger:

Company A makes pharmaceuticals, specifically topical creams and ointments to help with rashes and burns.  It is an established business, has a strong customer base, and a trusted name.  Company B makes sun block.  It is a newer business, and has slowly built up a customer base.  People are starting to know the company, but are not too familiar with it yet.  What the public does know is that Company B makes a quality sun block.  Continue reading →