Corporate Governance & Equity Disputes — Governance First, Results Focused

For U.S. companies and individual shareholders/members: fiduciary duties of directors/officers (duty of loyalty and care), shareholder oppression and minority remedies, inspection of books and records (including LLC Operating Agreements), board/member deadlock and judicial dissolution/buyout, valuation and repurchase/M&A consideration disputes, as well as TRO/preliminary injunctions, derivative and representative actions. We provide strategy-driven representation and compliance counsel.

View Services & Process
Fiduciary DutiesLoyalty/care, conflicts of interest, self-dealing and corporate opportunities
Shareholder RemediesOppression, dividends and information rights, inspection of books and records
Deadlock & BuyoutBoard/member deadlock, judicial dissolution/forced repurchase and valuation
M&A DisputesConsideration and earn-outs, representations & warranties, and emergency relief

Scope and Typical Scenarios

  • Fiduciary Duties: duty of loyalty/care, review of related-party transactions, non-compete and usurpation of corporate opportunities, disputes over director liability waivers.
  • Shareholder Oppression: abuse of control, dilution/unfair issuances, dividend policies, forced repurchase and valuation disagreements.
  • Direct vs. Derivative Actions: path selection, special litigation committee (SLC) procedures, discovery and motion practice.
  • Books & Records Inspection: requests and enforcement for financials, minutes, cap tables and key contracts (including Delaware §220 demands).
  • Deadlock, Dissolution & Buyout: judicial dissolution or buyout in board/member deadlock, execution of buy-sell agreements.
  • M&A and Valuation/Rep & Warranty: consideration and earn-outs, valuation methods (DCF/comparables/market), disputes over representations, warranties and indemnities.

Information is for general reference and not legal advice; strategies depend on facts, evidence, and applicable federal/state/local laws and court/institutional rules.

How We Create Advantages for You

  • Governance First: start with bylaws/Operating Agreement and board procedures—stabilize governance before litigation.
  • Milestone-Driven: leverage TRO/preliminary injunction windows and discovery to build settlement leverage early.
  • Multi-Forum Strategy: evaluate state/federal court and arbitration routes, prioritizing faster and more cost-effective options.
  • Transparent Budgeting: stage-by-stage budgeting and cost–benefit assessment; flexible fee models (hourly/staged/mixed).
  • Execution & Implementation: judgment/settlement enforcement, repurchase/valuation closing, and governance optimization to reduce recurrence risk.

Process (Illustrative)

1. Initial Assessment

confidential discussion; map equity structure and key documents; confirm objectives and jurisdiction (state-law differences: DE/CA/NY, etc.).

2. Evidence & Preservation

collect minutes/emails/financials; seek TRO/preliminary injunction and protective relief as needed.

3. Inspection & Investigation

books-and-records inspection (including §220 demands), independent investigation/SLC and expert assessments.

4. Litigation/Arbitration Progression

file direct/derivative actions, discovery, key motions and mediation; evaluate settlement windows and transaction restructuring in parallel.

5. Resolution & Governance Implementation

enforce settlement/judgment, complete repurchase/valuation, optimize board procedures, and strengthen conflict-of-interest policies.

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