One of the most painful events any business owner can experience is business divorce. Like marital partners, business partners can have disputes leading to the dissolution of their union, whether a corporation, partnership, limited liability company (LLC) or some other business entity. Such disputes can arise in a variety of scenarios, such as when a key partner dies, a closely-held corporation with only two shareholders deadlocks or when a principal departs with the company’s confidential information of trade secrets. Further, like a divorce, a business divorce can be highly emotional and immensely complex. We assist companies, individual shareholders, general and limited partners and LLC members from the inception of such disputes to their resolution—often through negotiation and, if necessary, through contested litigation.
Business divorce litigation involves a wide variety of issues and requires attorneys with knowledge of the relevant legal issues, including: the internal affairs doctrine, the duties of care and loyalty owned by directors and officers, the corporate waste doctrine, direct versus derivate actions, limitations on liability in articles of incorporation, indemnification, D&O insurance, buy-sell agreements, piercing the corporate veil and receiverships. In addition, business divorce litigation involves sophisticated financial issues. Our attorneys understand accounting basics and valuation methodologies and bring that knowledge to bear on behalf of our clients.
- Settled, for pennies on the dollar, claims for breach of fiduciary duties against an investor arising from an alleged oral partnership agreement;
- Litigated minority shareholder oppression claims arising from the termination of the minority shareholder’s employment and related remedies, including forced buy-outs;
- Arbitrated claims by minority member of medical practice group that the manager improperly depressed the value of her shares;
- Prosecuted and defended claims involving shareholders and LLC members’ rights to inspect and copy books and records; and
- Represented a medical practice group in a dispute over alleged breaches of a shareholders’ agreement.