Shareholder and Partnership Disputes

The Firm's lawyers have more than 25 years of experience representing co-owners in disputes within closely-held business enterprises. Successfully navigating the fiduciary and disclosure issues related to closely-held businesses requires experienced counsel who understand the realities of business and appreciate the emotional element that can infuse a dispute among the co-owners of an enterprise. Our lawyers have handled dozens of these matters, ranging in size from one of the largest cases ever to be litigated in Massachusetts to a three-person partnership whose sole purpose was to develop a small condominium. We also frequently counsel business people and professionals such as lawyers, accountants and architects with respect to disputes, separations and new associations.

Actual litigation is rarely our first choice for these disputes. Our approach on behalf of clients is to get involved in the early stage of a potential dispute and resolve it without the need for expensive and emotional litigation. Thoughtful negotiation and, in appropriate cases, mediation can prevent these disputes from taxing the resources of the parties and the business entity. However, where litigation is necessary or unavoidable, we fight hard on behalf of our clients and have a strong track record of success.

Matters we have handled for clients include the following:

• Represented former senior executive in a national real estate development company in dispute over his rights as a member of affiliated Delaware limited liability companies. After obtaining summary judgment in the initial case he brought in the Business Litigation Session of Massachusetts Superior Court and then defeating a motion for judgment on pleadings in Delaware Chancery Court, we successfully negotiated a buyout of our client's ownership interests in the LLCs.
• Successfully opposed motion for preliminary injunction brought by founder and majority shareholder of company seeking to invalidate proxy held by chief executive officer of client corporation.
• Negotiated sale of client's interest in a closely held corporation and then, through litigation, succeeded in collecting the entire balance of the purchase price owed to him after other shareholder had unsuccessfully sought to enjoin our client from operating a new business in competition with the former business.
• Successfully defended corporation and its two majority shareholders in opposing motion for preliminary injunction by its founder and minority shareholder seeking to overturn various corporate actions, including adjustments in shareholder compensation. This favorable outcome led to a negotiated buy-out of minority shareholder after mediation.
• Represented minority shareholder in closely-held corporation and former shareholder whose shares had been redeemed at inadequate price in obtaining a favorable buy-out and additional payments after the commencement of litigation against corporation and its majority shareholder.
• Represented senior management of energy software company threatened with claims by owner of company in successfully negotiating resolution that allowed for sale of company to proceed to closing with no claims being filed and management receiving the benefit of their stock appreciation rights and other contractual rights.
• Represented former partner of a major Boston law firm that had been dissolved in arbitration proceeding among former partners of firm concerning priority of distributions. Arbitration resulted in an award in favor of the group of former partners including our client.
• Defended chief financial officer of one of the largest private companies in Massachusetts who was embroiled in contentious family battle over ownership of grocery chain. Four days into jury selection in what would have been a lengthy trial, the case was resolved on terms favorable to the Firm’s client.
• Represented a stockholder of a close corporation who had sold his shares in the company unaware of the control group’s plans for the company and without knowing that there existed valuations of the company that demonstrated that a fair price for his stock would have been several times the actual price paid to him.
• Represented one of two 50% owners of local retail chain in devising how to proceed with wind down of profitable business. Delicate family relations were preserved rather than destroyed.