Paul N. Ambrose, Jr.Paul N. Ambrose, Jr.2026-06-03T14:27:35Zhttps://www.paulambroselaw.com/feed/atom/WordPress/wp-content/uploads/sites/1602637/2021/06/cropped-Paul-Law-FAV-min-32x32.jpgOn Behalf of Paul N. Ambrose, Jr.<![CDATA[What happens when business owners can’t agree]]>https://www.paulambroselaw.com/?p=514032026-06-03T14:27:35Z2026-06-03T14:27:35ZWhat does a business deadlock look like?
A business deadlock occurs when you and the other owners cannot agree on decisions that the company needs in order to operate or pursue its goals. Common signs of a deadlock include:
Reaching tie votes on major company decisions
Disputing authority over management responsibilities
Disagreeing about business expansion or investments
Arguing over profit distributions
Delaying approval of budgets or major expenditures
Refusing to participate in decision-making
The effects of a deadlock can extend throughout the company. Unresolved disagreements may affect hiring decisions, financing opportunities and other activities that require owner approval.
Options for resolving a business deadlock
Several methods may resolve a deadlock without ending the business relationship. Common approaches include:
Participating in direct negotiations
Using mediation with a neutral third party
Pursuing arbitration under an existing agreement
Applying buy-sell provisions in company agreements
Purchasing another owner's interest
Reallocating management responsibilities
The options available in your situation may depend on the company's ownership structure, governing documents and the nature of the dispute. Some approaches focus on preserving the existing ownership arrangement, while others result in one owner leaving the business.
When court intervention may become necessary
Some deadlocks lead to litigation when owners cannot resolve disputes through other means. Court proceedings may involve issues related to shareholder rights, ownership interests, fiduciary duties or allegations of misconduct.
Depending on the circumstances, a court may address disputes over company management, appoint a neutral party to assist with operations or consider requests for business dissolution. The outcome will depend on the facts of the dispute and the applicable law.
When owners can no longer agree
Disagreements are common in business. However, when owners can no longer agree on key business decisions, the dispute may affect more than the ownership group.
In many closely held companies, the central issue is not the disagreement itself but whether the owners have a process for addressing an impasse when one occurs.]]>On Behalf of Paul N. Ambrose, Jr.<![CDATA[Can I contest a parent’s will in New Jersey if they had dementia?]]>https://www.paulambroselaw.com/?p=514022026-06-03T14:25:30Z2026-06-03T14:25:30ZWhat is a no-contest clause in New Jersey?
Before you take any steps, it helps to understand the no-contest clause. This clause warns beneficiaries that challenging a will could cost them their inheritance. In New Jersey, however, courts will not usually enforce this clause if you have probable cause to contest the will. In other words, if you have valid grounds to question the will's legitimacy, you can challenge it without automatically forfeiting your share of the estate.
Four valid grounds to challenge a will
Knowing that the no-contest clause may not stand in your way, the next step is understanding what qualifies as a valid reason to challenge a will. New Jersey law recognizes four accepted grounds for contesting a will, such as:
Lack of testamentary capacity: The person who made the will did not understand what they were signing at the time.
Undue influence: Someone pressured or manipulated the person into changing their estate plan.
Fraud or forgery: Someone falsified the will or tricked the person into signing it.
Improper execution: The will did not meet the signing and witnessing requirements under New Jersey law.
Each of these grounds carries its own legal weight and one of them may apply directly to your situation. If your parents had dementia, one ground in particular deserves a closer look.
What this means if your parent had dementia
Of these four valid grounds, lack of testamentary capacity is the most relevant when dementia is involved. Dementia is a mental health condition that can severely affect a person's memory, reasoning and judgment.
If your parents had dementia when they signed their will, you may be able to argue that they did not fully understand what they were doing at the time. Thus, this gives you a meaningful legal basis to challenge the will's validity.
Get the clarity and peace of mind you deserve
However, dementia affects everyone differently. Some individuals experience moments of clarity, while others face a more steady and consistent decline. Because of this, every situation is unique and the answers are rarely straightforward.
What matters most is that you feel informed, supported and confident as you manage this difficult time. This is why understanding your rights is a meaningful step toward honoring your parent's true wishes and protecting the legacy they worked hard to build.]]>On Behalf of Paul N. Ambrose, Jr.<![CDATA[3 signs of minority shareholder oppression]]>https://www.paulambroselaw.com/?p=513982025-11-24T15:34:38Z2025-11-24T15:34:38ZExclusion from management decisions
Minority shareholder oppression may appear when others shut you out of important business decisions. For example, directors may stop inviting you to meetings where they vote on major asset purchases, changes to corporate bylaws or significant contracts.
The exclusion often affects daily operations as well. If you once helped make decisions about hiring key employees, setting the company’s direction or approving budgets but now find yourself cut out, that change signals a shift in how the business treats you.
Financial manipulation and diversion of benefits
Another warning sign is when controlling shareholders handle the company’s finances in ways that benefit themselves and put you at a disadvantage. They may give themselves inflated salaries, bonuses or perks that do not match what they contribute. Even when the business earns strong profits, it may refuse to issue dividends year after year while continuing to pay high salaries, turning shared profits into personal income.
Financial problems can also occur when the company makes deals that seem unfair. This can include leasing property for more than its value or giving profitable contracts to connected businesses. These actions often come with limited financial transparency, such as giving only basic reports or listing personal expenses as company costs.
Dilution of ownership and forced buyouts
Majority shareholders may sometimes try to dilute or eliminate a minority investor’s ownership. They can issue new shares only to themselves at low prices, lowering your voting power and share of profits without giving you a fair chance to join.
Another tactic is to force you to sell your shares at unfairly low prices or push through mergers that leave you with less than your share of value. In some cases they move valuable assets to a new company, leaving the original business nearly empty.
Minority shareholders can also be pressured through employment termination or withheld dividends, removing financial benefits while the majority continues to enrich itself. These actions break the legal duty to treat all shareholders fairly and may result in business litigation.
What you can do about oppression
New Jersey law offers several ways to protect your rights. The most common approach is filing a lawsuit under the state's minority oppression statute in the Superior Court, Chancery Division. You can bring a direct action to address the harm done to you, such as being denied dividends or excluded from meetings or a derivative lawsuit on behalf of the corporation when mismanagement or self-dealing harms the company.
Courts can craft remedies tailored to your situation. One common approach is a court-ordered buyout, in which the court requires majority shareholders to purchase your shares at a fair value set by an expert appraiser without applying unfair discounts. This option may provide a clean exit when shareholder relationships break down.
If you wish to remain involved in the business, courts can issue injunctions to stop ongoing oppression. These may prevent additional share issuance without consent, require payment of dividends or mandate access to corporate records. Mobilizing legal resources can further help during this process and provide you with guidance to further protect your business interests and investments.]]>On Behalf of Paul N. Ambrose, Jr.<![CDATA[When is it necessary to remove a personal representative?]]>https://www.paulambroselaw.com/?p=513962025-08-23T16:39:04Z2025-08-23T16:39:04ZWhen they have failed to act
Timely action is critical for effective estate administration. Delays in securing resources could lead to a reduction in their fair market value or the loss of assets due to theft.
The failure to identify and communicate with creditors could lead to late fees, interest and other penalties accruing. If a personal representative has failed to take the basic steps necessary during estate administration, replacing them with someone who is readily available and capable of fulfilling those responsibilities might be in the best interests of beneficiaries.
When they have breached their obligations
Personal representatives have a fiduciary duty to estate beneficiaries. They should put the best interests of beneficiaries or heirs ahead of their own wishes. If they fail to do so either through incompetence or out of a desire for personal enrichment, the probate courts may agree that someone else should oversee the administration of the estate.
When their circumstances change
Individuals who initially oversee estate administration could become unable to continue fulfilling that role. Personal financial hardship leading to bankruptcy could affect a representative’s ability to perform their duties.
Major medical challenges could also influence a personal representative’s ability to fulfill their obligations, even if their intentions are good. Pending legal charges or complicated family circumstances could also impact a personal representative’s ability to give the estate the focus it requires.
Those concerned about a personal representative’s capabilities or aware of mistakes that they have already made could have grounds to ask the courts to remove and replace the personal representative. In some cases, notice of pending action might even inspire a personal representative to voluntarily step down from their position due to their challenging circumstances.
Pursuing probate litigation to remove a personal representative can help protect the inheritance of beneficiaries and the legacy of the decedent. Those concerned with estate administration thus far may need to evaluate each of their options for addressing their concerns.]]>On Behalf of Paul N. Ambrose, Jr.<![CDATA[How misclassifying workers can lead to tax controversies]]>https://www.paulambroselaw.com/?p=513952025-05-26T16:04:05Z2025-05-26T16:04:05ZMisclassification can lead to controversy
Many workers don’t understand the implications of accepting a job as an independent contractor until they get hurt on the job, lose their position or need to file their annual income tax return. When workers realize that their employers hired them as independent contractors but treat them like employees, they may take legal action.
Workers misclassified by their employers sometimes challenge their classification because they believe they have not received the wages they deserve or because they need workers’ compensation benefits after getting hurt on the job. Occasionally, worker claims about misclassification can lead to tax controversies for the businesses that misclassified the professionals.
Employers should make tax contributions
Companies choose to classify workers as independent contractors to avoid benefit obligations, reduce insurance expenses and limit other secondary expenses associated with hiring new employees. Payroll tax contributions are among the potential savings businesses enjoy when they classify workers as independent contractors.
Typically, businesses have to make certain income tax contributions based on the value of an employee's labor. However, independent contractors cover all of their employment taxes on their own behalf. The failure to make appropriate payroll tax contributions could lead to allegations that a company underpaid its taxes.
The employer may have a sizable tax bill due after a worker challenges their classification as an independent contractor. In fact, the employer may also owe interest and penalties. The costs associated with an income tax controversy related to misclassification can dwarf the savings obtained through classifying workers as independent contractors.
Responding assertively to allegations of tax underpayment can help businesses avoid mounting expenses and other legal consequences. Employers hiring professionals as independent contractors may need to keep thorough records to protect against allegations of income tax underpayment later.]]>On Behalf of Paul N. Ambrose, Jr.<![CDATA[What to expect when canceling a franchise agreement]]>https://www.paulambroselaw.com/?p=513942025-04-10T09:57:19Z2025-04-10T09:57:19ZBuying into a franchise can be an excellent turnkey business opportunity. Depending on the type of company, the franchisee investing in a franchise opportunity gets to partner with an established brand. They can secure training from the business for themselves and their managers. They have access to intellectual property, such as company recipes. Franchises can be beneficial arrangements that give people an opportunity to become their own bosses. However, franchises are not always successful. Some companies grow too fast and do not have enough demand to keep all of their franchise locations profitable. Other times, the cost of running a franchise can leave the franchisee frustrated and ready to move on to a different opportunity. Those intending to terminate a franchise agreement are often unsure of what comes next. Franchisees who understand what to expect may feel more confident about ending a franchise agreement.
The contract should outline everyone's obligations
Franchise agreements are often dozens of pages long and contain a variety of different types of clauses. In some cases, franchisees may commit to operating their new business for a specific period of time. Terminating the agreement before fulfilling that obligation could result in financial penalties or pushback from the franchisor. Additionally, it is common practice for franchise agreements to include restrictive covenants. The contract may prohibit the franchisee from continuing to rent the same space or operating any substantially similar business in the same area over the next few years. Non-compete agreements can prevent franchisees from starting a similar business. Non-disclosure agreements integrated into franchise contracts could put them at risk of consequences if they use a company's trade secrets, such as a recipe, when running a different business in the future.
Written communication is likely necessary
Franchisees who are ready to cancel their franchise arrangements often need to communicate directly with the franchisor about the upcoming change. They may need to reference certain aspects of the contract and explain the decision to end the arrangement. Franchisees frequently need assistance when communicating with franchisors and seeking to protect themselves from contractual violations and financial penalties. Getting assistance early in the franchise termination process can help people avoid potentially costly oversights and mistakes. The right support can help facilitate a prompt and low-conflict termination of a franchise agreement.]]>On Behalf of Paul N. Ambrose, Jr.<![CDATA[3 options for settling a partnership dispute]]>https://www.paulambroselaw.com/?p=513932024-12-03T23:49:01Z2024-12-03T23:49:01Z1. Negotiating about the disagreement
In some cases, partnership disputes require negotiations. Partners may disagree about whether it is appropriate to sell the company or who to hire for a vacant position. Having a sit-down negotiation session can sometimes lead to a workable solution for the partners.
In scenarios where the conflict has proven difficult to resolve, they may need to review their initial partnership agreement and business formation documents to help guide the negotiation process. Working with lawyers can allow partners to put together binding agreements that they can sign after successful negotiations to ensure they follow through with their promises to one another.
2. Proposing a buyout
Sometimes, the disagreements between business partners make it clear that they can no longer maintain a healthy working relationship. In such scenarios, one partner may decide that they want to acquire the ownership interest of the other.
They can offer a reasonable amount of compensation to acquire their partner's share of the company. Buyout scenarios allow for mutual benefit and can result in one party taking full control of the business, thereby eliminating disruptions in operations caused by partnership disputes.
3. Dissolving the organization
Occasionally, partners cannot reach amicable solutions to their disagreements. Particularly in scenarios where there has been egregious misconduct and violations of trust, continuing to work together may not be a viable option.
Neither partner may have the resources or capabilities necessary to run the business alone. Partners can sometimes agree to dissolve the organization. By ending the partnership, both partners can free themselves from ongoing obligations to each other. Dissolution may require extensive negotiating, as partners may need to liquidate assets and share any proceeds generated by that process.
Exploring different solutions for resolving partnership disputes can help frustrated business owners find the right path forward. In some cases, salvaging the working relationship between the partners may be the best possible outcome. In other cases, ending the working relationship and minimizing personal exposure by pursuing business litigation may be the best outcome available. Having a plan and seeking legal guidance can help partners resolve a dispute that is causing operational disruptions.]]>On Behalf of Paul N. Ambrose, Jr.<![CDATA[How business taxpayers can reduce what they owe the IRS]]>https://www.paulambroselaw.com/?p=513922024-08-31T13:50:47Z2024-08-31T13:50:47ZReducing the balance owed is sometimes possible
The Internal Revenue Service (IRS) is essentially the biggest collection agency in the world. The IRS devotes the vast majority of its budget to analyzing tax returns and collecting unpaid balances from both individuals and businesses.
A business owner facing a significant past-due balance may worry about personal financial hardship or business insolvency because of tax obligations. Thankfully, it may be possible to reduce what they ultimately have to pay to the IRS.
The IRS does accept reasonable offers in compromise in scenarios where taxpayers cannot immediately offer the full amount owed plus the interest and penalties assessed. An offer in compromise is essentially a settlement offer based on current financial circumstances and the overall amount of the debt.
The IRS reviews each offer in compromise carefully to determine whether accepting it is a viable option. Business owners may offer a lump-sum payments based on their personal resources and company assets. Other times, they may propose a monthly payment plan based on their income and the revenue the company generates.
An offer in compromise typically needs to cover enough of the tax debt to be viable in the eyes of IRS professionals. Taxpayers often have to commit a significant portion of their disposable income or available resources to repay the IRS.
Frequently, those facing tax controversies that endanger their personal resources and/or the business they run may want to get assistance when communicating with the IRS. The right support can help business owners evaluate their options when responding to a major tax controversy. Making an offer in compromise is one potential solution for business owners with significant tax debts.]]>On Behalf of Paul N. Ambrose, Jr.<![CDATA[Business owners may need to plan for estate tax risks]]>https://www.paulambroselaw.com/?p=513912024-05-30T16:15:33Z2024-05-30T16:15:33ZA business's value could lead to tax obligations
Technically, estate tax at the state level no longer exists in New Jersey. There is an inheritance tax that applies in some scenarios if beneficiaries do not have an exempt relationship with the deceased party leaving them an inheritance. Spouses, children, grandchildren and other immediate family members typically do not need to pay inheritance taxes.
However, if a business is valuable enough, it could lead to federal estate tax obligations. The current federal exemption level for income tax is $13.61 million. Any estate worth more than that is subject to a tax rate of between 18 and 40%.
Larger, successful businesses could very easily push an estate over that threshold and force the liquidation of certain assets to cover tax responsibilities. There are many ways to minimize or eliminate estate tax risks for business owners thinking about their legacies.
The type of company, the intended beneficiaries of the estate and a host of other details can influence the best estate tax strategy for business owners planning their estates. Understanding that estate taxes could be an issue can help business owners make the right arrangements for the protection of their resources.]]>On Behalf of Paul N. Ambrose, Jr.<![CDATA[4 types of franchise fees that aspiring franchisees should know about]]>https://www.paulambroselaw.com/?p=513892024-02-25T01:00:25Z2024-02-25T01:00:25Ztypes of franchise fees they may encounter. Leaping without looking first can lead to preventable stress.
Initial franchise fee
The initial franchise fee is perhaps the most well-known and significant fee associated with franchising. It is a one-off payment made by the franchisee to the franchisor upon signing the franchise agreement. This fee grants the franchisee the right to use the franchisor’s brand name, trademarks and business model. The amount of this franchise fee can depend on the brand, industry and geographical location. It typically covers the costs of initial training and support and the right to operate under the franchisor’s name.
Royalty fees
These are recurring fees paid by the franchisee to the franchisor for their continued use of the franchisor’s brand name, trademarks and ongoing support and services. These payments are usually calculated as a percentage of the franchisee’s gross sales. Royalty fees contribute to the franchisor’s overall revenue stream.
Advertising fees
Some franchisors may require franchisees to contribute to a collective advertising fund to support national or regional marketing and advertising efforts. These advertising payments are typically used to fund initiatives such as television commercials, print advertisements, digital marketing campaigns and promotional materials. Franchisees may also be required to contribute additional funds for local advertising efforts within their designated territory.
Renewal fees
Renewal fees are payable by franchisees when they renew their franchise agreement with the franchisor. These fees cover the costs associated with updating the franchise agreement, providing ongoing support and training and maintaining the franchise relationship. Renewal fees are usually lower than the initial franchise fee but can still represent a significant financial commitment for franchisees.
Understanding the various types of franchise fees is crucial for aspiring franchisees. This knowledge can help them to make informed decisions and effectively manage their financial obligations. By conducting thorough research and seeking financial and legal guidance, aspiring franchisees can position themselves for success in the competitive world of franchising.]]>