New Hampshire and Massachusetts have similar provisions in their wage statutes that permit an employee who is not paid to seek payment from those who are in management at the company and who made the decision not pay the employees. Start-up companies may seek to attract investors and board members of their companies and to the extent those investors and…
The law provides outside creditors the right under certain circumstances to get paid before insider creditors. New Hampshire has adopted the Uniform Fraudulent Transfer Act, RSA 545-A. In general, that Act allows creditors to obtain a recovery against recipients of transfers made, or obligations incurred, by the debtor when they are insolvent. For example, if Sam owes Jack money and…
New Hampshire, like most states, has a Uniform Fraudulent Transfer Act which addresses when transfers of the assets of an insolvent company can be reversed for the benefit of other creditors. N.H. RSA 545-A, in part, allows a general creditor to take back a legitimate debt repayment to an insider of an insolvent company. For example if the president of…
Most businesses have been in the situation where a customer has been extended credit beyond its means to timely pay and owes several thousand dollars. Below is a fairly common scenario. Your company is owed $200,000 from a company that is not doing well. The owner explains the financial dire straits of the company to you and why he cannot…
In many industries, companies prepare for orders from customers without having a firm purchase order or other contract. This preparation could involve getting inventory in place for the manufacturing expected order or for a reseller ordering the product so that it is ready to ship when the customer asks for it. If the customer does not order the amount of…
As mentioned in the beginning of Part I of this series, business owner disputes can have the same animosity or more than in a marital divorce. In some circumstances, divorcing spouses, notwithstanding their feelings of betrayal or their perception that their spouse is being greedy, may rise above their emotion if minor children are involved because a resolution between them…
In Massachusetts and New Hampshire if a minority owner of a business is forced out of a closely-held company, the rights and obligations of the parties in how and where to resolve the dispute is first determined by any agreement between them; whether it be a Shareholder Agreement, LLC Membership Agreement / Operating Agreement, or Partnership Agreement. Such an agreement…
This is the first of a three part series on disputes between business owners in New Hampshire and Massachusetts. Co-Owners of a business; whether it be a corporation, limited liability company or otherwise, in New Hampshire and Massachusetts have fiduciary obligations to each other as well as to the company. When one or more of them decide to leave the…
Under New Hampshire law, a successor entity may be held liable for a predecessor’s debt when: (1) buyer expressly or impliedly agrees to assume such liability; (2) the transaction amounts to a de facto consolidation or merger; (3) the buyer entity is merely a continuation of the seller entity; <spanclass+”bold”>or (4) the transaction is entered into fraudulently for purposes of…
When buyer of a business is a victim of fraud by the seller, New Hampshire law generally provides two alternatives for recovery. When a party enters into an agreement in reliance upon a misrepresentation of material fact, he may either seek to rescind the agreement or proceed with the transaction and then sue for misrepresentation. See Green v. Sumner Properties,…