Corporate Disputes
We represent clients and individuals involved in disputes about the management and control of a corporation or related entities. This experience includes the prosecution and defense of minority shareholder suits (including "freeze out" cases), shareholder derivative suits, the enforcement of corporate governing provisions and by-laws, and actions to pierce the corporate veil.
Representative Matters:
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Representation of a minority shareholder in a derivative action under Delaware law against the majority shareholder for breach of fiduciary duties. After a two-week trial, the court ordered the majority shareholder to issue a significant dividend and to credit the corporation for excessive interest charges on loans.
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The firm successfully represented an executive in enforcing his rights under a Change in Control Agreement. After obtaining orders from an arbitrator for broad discovery and interim payment of our client's fees, followed by accelerated depositions of the company's chairman, president, and "big five" accounting firm, we negotiated a favorable settlement.
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Representation of a franchisee of a major national chain opposing a motion for a preliminary injunction that would have resulted in the loss of the franchise. The firm subsequently represented the franchisee in the sale of the franchise and negotiation of a long-term lease to the franchisor.
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The firm successfully represented two minority shareholders to obtain injunctive relief in federal districtcourt to enforce corporate by-laws that gave the shareholders control of the Board of Directors. Our clients then used the injunction to strip the majority shareholder of his position as president. The firm then negotiated a favorable buy-out.
Additional areas the Business Litigation practice focuses on: