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Category Archives: Business Law

Tread Carefully with Director Conflicts

By Tobin O’Connor & Ewing |

Corporate directors have a fiduciary duty to exercise their directorial powers in the best interests of the corporation rather than in pursuit of their own advantage. However, business deals are rarely a zero sum game. Situations frequently arise where a corporation’s decision to do business with a director in his or her personal capacity… Read More »

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Special Issues When Taking on a Foreign Partner

By Tobin O’Connor & Ewing |

Business has become increasingly cosmopolitan as the world seems to get smaller and smaller. Even small companies now often transcend national borders and draw both customers and investors from across the globe. Taking on foreign investors can often provide small and medium companies with a whole new world of opportunities and options for growth… Read More »

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Stakeholder Rights During a Freeze Out

By Tobin O’Connor & Ewing |

Unfortunately, the exuberance and camaraderie that usually comes with the formation of a new business venture does not always last. Relationships between the owners may sour over time or the ownership composition of the company may change entirely. Either situation can ultimately pit owner against owner and even lead to one faction of shareholder… Read More »

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Shareholders’ Rights to Corporate Information

By Tobin O’Connor & Ewing |

Shareholders in large corporations are typically passive investors who have little involvement with the actual management of the company. When it comes to smaller businesses, however, shareholders are much more likely to play an active role. Even shareholders who are not also board members or officers can still exercise considerable influence over a small… Read More »

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The Role of Internal Investigations in Corporate Governance

By Tobin O’Connor & Ewing |

In order to function, corporations must be able to govern and oversee themselves. Unfortunately, when the issue under review is the board of directors’ or other high-ranking managers’ conduct, self-governance can become more challenging. Without taking proper steps to ensure the integrity of such an investigation, it can often appear to be mere lip… Read More »

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Derivative Litigation and Business Judgment

By Tobin O’Connor & Ewing |

Corporate governance typically allows each shareholder to assert decision-making power proportional to his or her ownership stake in the company. However, under some circumstances a dissatisfied shareholder can cause significant problems for a company through a shareholder derivative suit. This is a process by which one or more shareholders initiate a lawsuit on behalf… Read More »

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What Is an S Corporation and Why Would You Want One?

By Tobin O’Connor & Ewing |

S corporation is a bit of a misnomer — it is not actually a distinct type of business entity. Rather, it is a tax option available under the Internal Revenue Code for certain domestic business corporations validly organized under state law. Typically, it is an option for relatively small domestic corporations. What’s more, the… Read More »

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U.S. Supreme Court Rules that Severance Payments are Considered Wages

By Tobin O’Connor & Ewing |

Quality Stores was in financial trouble in 2001 when it began offering its employees severance packages. The question presented in United States v. Quality Stores, Inc. was whether severance payments from employers to employees constitute “wages” under the Federal Insurance Contributions Act (FICA). FICA is a mandatory federal payroll tax imposed on employers and… Read More »

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When Business Partners Go Their Separate Ways

By Tobin O’Connor & Ewing |

Some business partnerships — like marriages — do not last forever. How you manage the split can mean the difference between exiting as friends or losing money, clients, resources and assets. Protect your interests and investment to come out as whole as possible at the end of the process. Severing a business partnership Business… Read More »

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Recent U.S. Supreme Court Arbitration Law Decisions

By Tobin O’Connor & Ewing |

Two recent Supreme Court decisions, Oxford Health Plans, LLC v. Sutter and American Express Co. v. Italian Colors Restaurant, have clarified issues regarding class arbitration. In 2010, the Supreme Court ruled in Stolt-Nielsen S.A. v. AnimalFeeds International Corp. that the Federal Arbitration Act bars class arbitration unless the parties affirmatively agree to it. This… Read More »

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