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New Jersey Corporations and Other Business Entities
Copyright 2016, Matthew Bender & Company, Inc., a member of the LexisNexis Group.

1-7 NJ Corporations and Other Business Entities 7.syn


Shareholder Rights, Obligation and Liabilities


John R. MacKay, II

Chapter Summary


This chapter of the New Jersey Corporations and Other Business Entities describes the statutory and common law rights of shareholders to control business corporations through voting rights and their entitlement to the economic benefits through dividends, share repurchases, and distributions in liquidation. It delineates the right of shareholders to keep informed through the inspection of the corporation's books and records.

This chapter also deals with the common law fiduciary obligations of controlling shareholders and, in particular, the law concerning the sale of control for a premium. Finally, it deals with the potential liability of shareholders that results from piercing the corporate veil.

New Jersey Corporations and Other Business Entities (Matthew Bender) is a concise practice guide that spans the legal issues related to the set-up, operation, stage transition, and dissolution of business entities in New Jersey. It contains sample forms as well as practical advice and statutory references, including references to the Model Business Corporation Act Annotated. It covers a variety of business entities, including domestic and foreign corporations, close corporations, S corporations, professional service corporations, limited liability companies, general partnerships, limited liability partnerships, and limited partnerships.


New Jersey,corporate law,New Jersey Business Corporation Act,BCA,shareholders,economic interests,dividends, share repurchases,distributions,liquidation,piercing the corporate veil,shareholder rights,shareholder obligations,shareholder liabilities,right to inspect,inspection of corporate books and records,corporate books,corporate records,stock distribution,controlling shareholders


See Chapter 1 for an introduction to business law in New Jersey.

For coverage on tax, pre-incorporation and incorporation considerations, see Chapters 2-4.

For a discussion of other issues concerning shareholders and their rights, see Chapters 5, 6 and 8.


See LexisNexis Tips New Jersey Business (Matthew Bender) for litigation and transactional forms covering all aspects of business law in New Jersey, including corporations, partnerships, limited liability companies, foreign businesses, limited liability partnerships, mergers and acquisitions, and non-profit organizations, along with detailed practice guidance via hundreds of drafting and filing tips.

See Corporate Attorney's Practice Guide (Matthew Bender) for information regarding the organization of corporations, limited liability companies, corporate governance, ownership interests, operations, mergers, conversions, voluntary dissolution, and winding up.

See Tax Planning for Corporations and Shareholders (Matthew Bender) for thorough coverage and practical guidance on all vital areas, including accumulated earnings, corporate reorganizations, deferred compensation agreements, stock dividends, going public, professional corporations and limited liability companies, purchase and sale of businesses, and trusts.

See Tax Planning for Corporations and Shareholders-Forms (Matthew Bender) for use with Tax Planning for Corporations and Shareholders. It contains expertly crafted forms for such transactions as forming a new corporation, S corporation elections and revocations, pension and profit-sharing planning and drafting, sales, mergers, and liquidations.
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