Lubin Austermuehle, P.C.

The lawyers at Lubin Austermuehle, P.C. handle all types of internal disputes that may take shape during the course of a company’s formation, management, or dissolution. When it comes to managing a family business, for example, complications may arise that are perhaps unforeseeable. For instance, when spouses who co-own a company decide to divorce, the entity’s value as well as who retains ownership and managing responsibilities must be determined either through negotiations leading to an agreement or by a judge in court.

Lubin Austermuehle, P.C. Blogs

Latest from Lubin Austermuehle, P.C.

Business partnerships sometimes come to an end. As we have written about previously, it is important going into a partnership to have an agreed-upon exit strategy in place. However, as a recent decision from an Indiana appeals court highlights, it is important for business partners to not only include exit provisions in their partnership agreements, operating agreements, or shareholder agreements but to carefully think through the wording of the provisions to avoid disputes and misunderstandings later. In Hartman v. BigInch Fabricators & Construction Holding Company, Inc., the dispute considered by the court involved interpretation of a provision in the…
After the governor of Illinois issued an executive order banning gatherings greater than 50 people due to the SARS-CoV-2 pandemic, the Illinois Republican Party sued. The state GOP alleged that the order’s carve out for religious services violated the Free Exercise Clause of the First Amendment because it privileged religious services over other types of speech, including political speech. The appellate panel disagreed, finding that the order did not violate the Free Exercise Clause because it was clear that speech that accompanies religious exercise had a privileged position under the First Amendment and that the executive order permissibly accommodated religious…
An employee of a wine-making company was sued by his former employer for starting a competing business while he was still serving as the company’s president. The company also alleged that he misused his position as president to sell the same wine under the company’s brand and the brand of his new company, while assigning lower prices to the wine from his new brand, thereby siphoning sales away from the winemaker. After a trial, a jury found in favor of the company but awarded it no damages. The company appealed, arguing that the jury’s verdict was inconsistent with its findings…
Envoy Medical is a medical device manufacturer based in Minnesota with technology that has the ability to restore hearing to the deaf. Unfortunately, the company’s prospects were allegedly cut short after Glen Taylor took over as CEO, which not only caused financial harm to the company but denied life-changing technology to the deaf. As CEO of the medical-device company, Patrick Spearman guided the company to the early success it enjoyed, including getting FDA approval for the invention and marketing the company’s new device as a replacement for hearing aids. A video advertising the device that showed a mother getting emotional…
LVMH Moët Hennessy-Louis Vuitton SE was scheduled to acquire Tiffany & Co. no later than August 24th, 2020, but the merger came to a halt when LVMH failed to even apply for antitrust clearance. Antitrust laws exist to avoid monopolies. If two major companies merge to form one company, there’s a fear that the existence of a huge corporation, which now owns the market shares of both companies involved, might dominate the industry, thereby making it difficult, or even impossible for any other company to compete with them. Since healthy competition promotes innovation and helps drive down prices, it’s necessary…
Apple’s app store is one of the most popular in the world, which means you need to play nice with Apple if you’re creating an app and you want to get in front of the millions of people who use Apple’s store to download apps. But Apple takes a percentage of every payment made to an app creator through their app store, which is why it retaliated after Epic Games introduced a new in-app payment system within their videogame, “Fortnite”. Apple removed the game from its app store as soon as it became aware of the update to the popular…
In a unanimous opinion, the U.S. Supreme Court recently ruled that allowing nonsignatories to an international arbitration agreement to compel arbitration through domestic equitable estoppel doctrines does not conflict with the signatory requirement of the U.N. Convention on the Recognition and Enforcement of Foreign Arbitral Awards (known as the New York Convention). That case, GE Energy Power Conversion France SAS v Outokumpu Steamless USA, LLC, stems from a 2007 contract between a contractor and steel manufacturer for the construction of mills in the manufacturer’s steel plant. The plaintiff, an international subsidiary of the global power company, General Electric, had been…
After partners in a closely held corporation entered into years of adversarial litigation, a settlement agreement was reached. One of the partners later sued the other two, alleging that he was fraudulently induced into agreeing to the settlement when the defendant’s counsel misrepresented the financial position of the corporation at the time of the settlement. The circuit court dismissed the plaintiff’s complaint, finding that the defendants did not owe him a fiduciary duty during the litigation settlement discussions. The appellate court reversed, determining that because there was no document specifying that the parties’ relationship had been dissolved at the time…
Delivery drivers for an online food delivery service sued the platform alleging violations of the Fair Labor Standard Act for failing to pay overtime. The delivery service sought to compel arbitration, which the drivers had agreed to in their employment agreements. The workers attempted to argue that they were engaged in foreign or interstate commerce and therefore were exempt from the Federal Arbitration Act, though the district court disagreed. The appellate panel found that the plaintiffs had completely ignored the governing framework and that being “engaged in commerce” and “involved in commerce” were two completely different concepts. The panel found…
Musicians have been trying for years to control whether and which politicians may play their music at events. Many see their efforts as a natural reaction to a legitimate concern with having their art associated with someone whose views may not align with their own. As seen in a recently filed lawsuit by Neil Young against President Trump’s reelection campaign, musicians are trying out new strategies. There is no love lost between Young and President Trump. The President has been using Young’s songs at rallies and events ever since he announced his campaign in 2015. This never sat well with…
Many people have become wary of online forms asking for personal information since many of them prove to be opportunities for dishonest people and institutions to use and share that information for their own purposes. But there are institutions most of us assume to be trustworthy, and for most people, that would include the College Board, the same institution that develops and administers the SAT and ACT exams. According to a new lawsuit, the College Board allegedly collected and sold students’ personal information, including their names, addresses, gender, ethnicity, grades, and citizenship status. According to a new lawsuit, which has…
We often hear people talk about private companies going public, but it’s not as often that it goes the other way around – from a public company to a private one. There’s a lot of paperwork involved either way, but unless you have a plan for repaying your investors, going from public to private also means you are denying your shareholders (especially minority shareholders) the stake in the company for which they have already paid. The National Company Law Appellate Tribunal (NCLAT) said as much in a recent ruling in which it decided against allowing Tata Sons, the holding company…
Maryland’s highest court, the Court of Appeals, recently settled a longstanding question regarding whether Maryland law recognized an independent cause of action for breach of fiduciary duty. With its opinion in Plank v. Cherneski, the Court resolved an area of confusion that has troubled Maryland courts for more than 23 years since the Court’s 1997 opinion in the seminal case of Kann v. Kann. In 1997, the Kann court held: There is no universal or omnibus tort for the redress of a breach of fiduciary duty by any and all fiduciaries. This does not mean that there is…
Investing is supposed to be a long-term strategy to build wealth, but expecting shareholders to wait more than 60 years before they can get a fair return on their investment is far beyond what any investor would consider reasonable. That was allegedly the case for the minority shareholders of Promega Corp., the biotechnology company based in Fitchburg, Wisconsin. According to a lawsuit filed by shareholders back in 2016, Bill Linton, Promega’s founder and CEO, allegedly used manipulative and bullying tactics to become a majority shareholder of the company. His actions allegedly left the minority shareholders with no hope of getting…
Having a bad credit score can negatively impact your life in a big way. It can prevent you from getting loans for things you need – everything from buying a car to getting repairs done on your home can become difficult, if not impossible when you have a low credit score. When you are able to obtain a loan, a low credit score can mean you have to pay a much higher interest rate than you would get if you had a higher credit score. People struggling to pay back debt often have low credit scores, but having a low…
AbbVie, a pharmaceutical company headquartered in Illinois, was sued by a trading firm after it conducted a Dutch auction to determine the price for its tender offer to repurchase shares of its own stock. Shareholders participated in the auction, offering to sell their stock back to AbbVie, and the lowest offered prices were selected by AbbVie until AbbVie had reached $7.5 billion worth of repurchases. AbbVie hired a company to receive bids and determine the final price it would purchase shares at. That company published preliminary numbers and later corrected them after the market had closed. The trading firm alleged…