How can you handle a business partnership and shareholder dispute?

If you experience a shareholder dispute between yourself and a business partner, don't take it lightly. A seemingly minor conflict between shareholders can easily expand into a wide chasm that drives partners further apart than either ever expected. Lean on the skills of an experienced attorney who can help those with closely held equity interests in a business resolve their dispute.

Ideally, preventative steps are taken during the formation of a business to provide anticipatory dispute resolution procedures and exit strategies. These are meant to prevent future conflicts like shareholder disputes between business partners. If these stipulations are not in your company's original agreements, it is possible to amend the language with the cooperation of your business partner and the assistance of your corporate attorney. However, disputes can still arise and when they become unmanageable, you'll need the assistance of your attorney.

A corporate attorney will work with you to facilitate your transition through each stage of a partnership dispute. It is possible to disengage partners from the company through dispute resolutions like deadlocked resolutions, dissolution, partnership litigation and fair value buy out remedies. Yet there is also the potential for the company, its shareholders, partners and other owners to be fully preserved with the assistance of a corporate attorney.

If deemed appropriate, your conflict can take the non-litigation dispute resolution route. This practice can apply governance structures, appraisal rights and buy-out procedures. It can be appropriate to generate agreements that address key issues like intellectual property protection, taxation qualms and disagreements over executive compensation. Some law firms even have practices devoted specifically to "business partners and shareholders disputes" for a full fledged resource that prevents disputes between partners from spiraling out of control.

Every business owner should be aware that litigating shareholder disputes involves several complex laws that set the groundwork for the governance of partnership disputes. A savvy legal will dig deeply into the intricacies of each individual shareholder dispute from every possible angle.

Experienced corporate attorneys will look into the liability of your partner, officers and directors. He'll also research for potential breaches of contract and fiduciary duty. Above all, your corporate attorney will develop and implement tactical legal strategies, including litigation, to benefit your interest and remedy the dispute. From litigation to mediation, arbitration and valuation procedures, your attorney will serve a critical role in resolving your shareholder dispute.

How business owners' rights are controlled by restrictions in a commercial lease?

For the most part, commercial leases are different from residential leases. For starters, commercial leases are frequently drawn up for a longer period than residential leases. The length of the lease might be a three, 10 or even 99 year term agreement depending on the tenant situation and the landlord.


Business tenants frequently encounter more operating costs and expenses than residential tenants. Additionally, there are usually more restrictions covering the manner in which the premises can be used including whether any portion of the space may be sublet. If a sublet is something that might be of interest at some point in the future, business owners usually have to approach the landlord for this type of amendment prior to signing the initial lease.


As a general rule, whether it's a sublet clause or other changes, it's not a wise idea to attempt to handle lease negotiations yourself. Hiring an experienced real estate attorney is money well spent. An attorney provide valuable insights and protection for business renters.


We strongly recommend that you consult with counsel prior to signing any legal documents. To give you an overview and factors that should be spelled out in the lease agreement consider the following:

• Whether or not the tenant can erect a business sign.
• The size and type of signage allowed.
• Is there an automatic lease renewal at the end of the lease.
• When the landlord is able to enter the premises with or without tenant permission.
• Who is responsible for paying real estate taxes and flood insurance?
• The level of traffic allowed in the premises.
• Is heating included in the rent, or is there a separate charge?
• Specified uses of the premises.
• Is the building available to tenants 24/7?
• Provision for an early termination agreement.
• Will there be common area maintenance charges such as building elevators, parking areas, landscaping and common hallways?
• If build-outs are needed by the tenant, who's responsible for the expenses?
• How are the utilities paid?
• What is the rental deposit amount?
• What are the deduction for unrepaired damages, and the associated refund terms?
• Is your specific business covered under the zoning laws for the building you're considering? You will need this in writing.
• Is there building security? If so, what are the hours and are visitors required to show state or federal ID?

Please feel free to contact us for a consultation.

How to get out safely from a bad business partnership?

If you've suffered through a bad business partnership that hasn't worked out as you envisioned, it is possible to escape without suffering a significant financial loss. A business partnership breakup is somewhat analogous to a marriage that doesn't work out. The business represents the child and both parties want custody.

The first thing to do is check your agreement. It will likely contain detailed information about how and when one of the partners can exit the partnership. If the business is an LLC, consult the operating agreement. If it is operated as a corporation, you'll have to refer to the shareholder agreement. If you own part of a small business and don't have anything in writing, refer to your state's default rules that apply to your unique entity. Each state has company laws and corporation laws that apply to silent agreements.

There will be a challenge if you are a member of an LLC or a shareholder of a corporation. It might not be possible to persuade your estranged business partner to buy you out and let you exit the partnership. Hopefully, the agreement that you have in place will have either a buy out/withdrawal remedy. It is also possible to force a business buy out. In certain situations, a partner can take his business family to court and request that a judge dissolve it. If the judge cooperates, he'll distribute the business's assets to the partners as he sees fit. However, this is an extreme step that hinges on the idiosyncratic facts of your business's dysfunctional situation.

It is also possible to petition the court for a forced dissolution if you own half the shares of an incorporated entity. You'll have to prove that the company's management is guilty of fraudulent, oppressive or illegal actions against you. Or, you can attempt to prove that management is deadlocked with no hope of achieving a resolution. It is worth noting that partners who own at least one fifth of a business are also permitted to petition in order to exit the business. However, the partner will have to prove that the other partner has acted in an illegal, oppressive or fraudulent manner. The judge will then decide if the liquidation of the corporation or a buy out is the proper remedy. He can also decide that the status quo is acceptable and the ownership situation should not change.

A partner can also sue the other owner(s) to exit the partnership. However, this might spur those partners to force a buy out of the other partner's stake in the company. Business corporation law permits estranged business owners to buy the other partner out for the fair value of his ownership percentage. The partners must choose to pursue a buy out within 90 days after the lawsuit has been filed with the court. If you can come to an agreement on the fair value of your ownership percentage, this is a realistic solution. Unfortunately, it is often difficult for disenfranchised partners to agree on such a value.  http://goo.gl/H8HQ2L

How Can A Lawyer Help You With A Merger That Went Wrong

The mergers and acquisitions industry has been booming for decades but the statistics show that about half of all mergers subsequently fail. Companies routinely miss or flat out overlook red flags that should have been noticed before the actual merger. When it is time for a business to exit a professional relationship. There are a number of potential legal pitfalls. Funds must be divided, property returned and legal agreements must be in place before a clean and permanent exit can be made. There are too many potential legal disasters for you to navigate the separation process by yourself.

Fortunately, lawyers are ready and willing to help companies that have endured a failed merger. Sometimes it is difficult to get the business back on track and operating as designed after a failed connection. There are plenty of legal challenges and bureaucratic rules that the business must comply with in order to return to the former status and resume activity.

Whether your business failed to integrate, if the merger was poorly thought out or if you sacrificed too much for the sake of growth, your business deserves a chance to rebound. Sometimes, mergers are a necessary evil. They force you to assess the market, take note of the competition and attempt to develop a partnership. There are risks involved with the potential for an increased share of the marketplace. There is always the possibility that the merger won't last.

An attorney will help you pick the proper structure for your business after the separation. You will have a savvy legal mind at your disposal to discuss the subtleties of financial integration with other merger prospects. Your attorney will advise you about tax issues that are raised with different business structures. Your attorney will also help you with all the difficulties involved with changing back your retirement plan and other accounts to their pre-merger status. He'll provide you with information about all sorts of “poison pills” for potential deals.

A lawyer also has access to a number of professionals in the field of mergers and acquisitions. Lawyers typically lean on advisers in the form of consultants and accountants who provide advice about potential agreements with other businesses. He'll secure a relationship with an adviser who has the right incentives and use him as a vital resource to evaluate potential deals that arise in the future.

What Is A Breach Of Contract? How A Corporate Litigator Can Help You In Such A Situation?

Breach of contract occurs when a party does not honor a binding agreement. This happens either through non-performance or outright interference with the other party. This is a civil wrong, not a criminal wrong.

There are several different types of contract breaches. In a minor breach, substantial performance occurs and the party that hasn’t breached is not permitted to file a lawsuit for compensation that relates to specific performance. He is limited to suing for actual damages incurred.

When a material breach occurs, there is a failure to perform that allows one to compel the other party to perform as promised or pursue damages as a result of the breach. A fundamental breach is an egregiously fundamental breach that empowers the aggrieved party to immediately end the performance outlined in the contract and sue for damages.

There is also an anticipatory breach in which a party demonstrates an “unequivocal indication” that they will not perform as promised in the contract. This allows the non-breaching party to end the contract and sue for damages even before an actual breach occurs.

Businessmen commonly rely on the knowledge of corporate litigators to help them determine whether a breach of contract really exists and if it is worth pursuing with a lawsuit. Oftentimes, it is quite difficult to figure out whether a specific failure really constitutes a breach of contract. A corporate litigator will help to determine if the failure to render/offer performance is actually material. Breach of contract litigation is big business. Clients need the assistance of corporate attorneys to recover significant monetary damages and also to obtain court orders that require the breaching party to operate in accordance with the terms of the breached contract.

It is quite common for breach of contract disputes to be extraordinarily complex. These matters require a seasoned corporate attorney with experience in commercial leases, loan agreements and a wide range of contracts. While the typical businessman understands what a contract is and why it is important, he doesn’t understand the nuances of each type of contract. An experienced corporate attorney has handled breach of contract cases involving supplier contracts, services contracts, buy-sell contracts, asset-purchase contracts, franchise contracts, licensing contracts etc.

Plenty of corporate litigators are even willing to work on a contingency-fee basis. This means that corporate clients won’t be saddled with the burden of hourly billing. A confident corporate litigator will bank on his ability to prove a breach of contract and collect a percentage of his client’s recovery. This recovery, also called compensatory damages, are issued to make the plaintiff “whole”. This money represents the funds that the plaintiff would have obtained if the other party had not breached the contract. In addition to monetary damages, a corporate litigator will also strive for equitable relief for his client. This is a court order that requires the breaching party to act or stop acting in a certain manner in the future.

Role Of A Professional Attorney In Commercial Disputes

When it comes to commercial disputes between two or more businesses, most lean on the expertise of a professional attorney. An attorney represents the parties involved in a dispute that arises out of contracts, transactions, claims of fraud, intentional misconduct and other business matters. The most experienced corporate attorneys will have experience in an extensive range of commercial disputes including commercial torts, breach of fiduciary duty, tortious interference with contracts, RICO, defamation and more.

The vast majority of businesses partake in relationships with a number other organizations that help them provide goods and services and generate revenue. There are vendors, partners, customers, suppliers and other parties that engage in both long-term and one-time interactions with one another. Inevitably, disputes arise between these parties and the skills of a professional attorney are required.

Most parties involved in commercial disputes lean on attorneys for their prosecutorial experience to investigate claims of wrongdoing. Professional attorneys are also critical in defending against lawsuits that claim wrongdoing. They prepare, evaluate and file legal documents, offer legal advice, conduct settlement negotiations and engage in litigation. The best attorneys understand that a one size fits all approach to commercial disputes isn't appropriate. Sometimes alternative methods of dispute resolution like arbitration or mediation are required. Professional attorneys must be willing to traverse these paths.

Business owners who have a team of experienced attorneys at their disposal will have an invaluable resource to tap into before disputes even arise. The goal of most business owners is to avoid costly and time consuming litigation. With a savvy legal team on your side, you'll be able to implement proactive measures to prevent disputes before they manifest. Your legal advisers can help you implement a number of strategies that will significantly reduce your business's liability and help you avoid arduous commercial disputes. The best attorneys are willing to develop creative and well thought out legal strategies that are custom tailored to each business's legal challenges in a way that prevents conflicts from occurring in the first place.

Yet commercial disputes can and do happen even when businesses prepare far in advance with the help of legal experts in their corner. Sometimes other parties are looking to make a quick buck. Other times, a business will have a legitimate complaint. Whether the issue at hand involves a breach of contract, a non-compete agreement, an insurance coverage dispute or another matter, the attorney's ultimate responsibility is to minimize his client's liability.