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Few situations are more challenging for a business owner than a dispute among co-owners, particularly when the co-owners are friends or family members. In some cases, parties are able to avoid a business divorce by resolving the conflict through amended ownership agreements. However, when differences rise to the level at which a business divorce is contemplated, the co-owner must move forward in a manner that ensures the preservation of the business and its assets. Business divorce matters are too complex and intense, and the stakes are too high, for a co-owner to proceed without experienced advisers. The litigators and transactional attorneys in Lowenstein Sandler's Business Divorce Group have decades of experience representing clients in business divorce and shareholder disputes. Our lawyers possess the practical and broad-based expertise to help clients restructure businesses to avert business divorce altogether, and in cases where business divorce is inevitable, assist clients in negotiating separations or successfully pursuing litigation if negotiations fail.
Having advised clients in a wide variety of business divorce matters across many different industries, our lawyers understand that each case presents a unique set of facts and circumstances. We take great care to get to know our clients and their businesses, the motivations of the adverse parties, and the underlying causes of the disputes. We work tirelessly for our clients in order to provide objective counsel and help neutralize what is often an emotionally charged process.
Our attorneys possess a thorough understanding of business transactions. With vast experience in mergers and acquisitions, corporate governance, and shareholder law and in-depth knowledge of the myriad fiduciary duties co-owners owe to one another, lawyers in the Business Divorce Group ably guide clients through the complexities of co-owner dispute resolution and, if necessary, business separation. Our lawyers are well-versed in the applicable statutes controlling these matters, including the New Jersey Oppressed Minority Shareholder Statute; statutory parallels in other jurisdictions; and comparable standards for partnerships and limited liability companies. Members of the group also have written numerous articles about the rights and responsibilities pertaining to owners of closely held businesses.
Our attorneys can help prevent litigation by drawing upon their significant transactional and litigation experience to propose creative solutions to seemingly intractable and often long-standing differences. We recognize that these disputes are best addressed before positions harden and before attorneys are openly introduced, so we often work behind the scenes on behalf of our clients to propose solutions and improve their strategic positions in the event litigation ensues.
When litigation is inevitable, our attorneys are intimately familiar with this area of shareholder litigation, and we have substantial experience before the judges who adjudicate these disputes. After litigation commences, we focus our attention on strategies to achieve a rapid and efficient resolution, which means leveraging our past experience to stay ahead of our adversaries and achieve results consistent with the business and personal objectives of our clients. Our lawyers also know the "right" experts, including business valuation firms, forensic accountants, private investigators and computer forensic firms, which bring their experience to bear on the particular facts of each case and work with us to assure our clients that no stone has been left unturned.
When matters are resolved or settled, we have experience in drafting agreements that memorialize the settlement and help prevent future disputes or problems, including the preparation of appropriate buy/sell agreements. As part of this process, we call on our colleagues in the firm's Business Tax Counseling & Structuring, Trusts & Estates and Employment & Labor practices to structure agreements that maximize any and all available tax benefits, incorporate estate planning objectives, and address employment matters, when appropriate.
Lowenstein Sandler is proud of its history as an entrepreneurial, business owner-focused law firm. As an AmLaw 200 full-service firm and the only major law firm in New Jersey with a dedicated Business Divorce Group, the size and scope of our diverse practices enable us to address the large number of legal issues our clients may face in the business divorce context.
INDUSTRY EXPERIENCE
Our attorneys have a great deal of experience handling business divorce matters across a broad range of industries, including the following:
- Alternative Energy
- Automobile (including car dealerships)
- Computer Hardware and Software
- Construction (including cement and concrete)
- Entertainment (including sports teams)
- Environmental Services
- Food Services
- Healthcare
- Hospitality (including hotels and restaurants)
- Import/Export
- Insurance
- Marketing
- Pharmaceutical Sales
- Professional Services
- Real Estate
- Recycling
- Retail
- Transportation
REPRESENTATIVE MATTERS
Attorneys in the Business Divorce Group have advised clients on a wide variety of business disputes. Examples of our experience include the following:
- Representing a corporation in the service industry in the redemption of the stock held by a departing shareholder, replacing that shareholder with a more junior employee and subsequently reversing the transaction following the default by the junior employee on obligations contained in the transaction documents
- Representing two 20% shareholders of an import/export business in the acquisition of the capital stock held by the 60% stockholder
- Successfully defending the majority interest holder and numerous family-owned entities in connection with a corporate divorce that began as a multimillion-dollar oppressed minority shareholder litigation matter
- Representing a family that held a majority of the equity in a trucking and storage business in the acquisition of the equity held by a non-family member employee/owner
- Restructuring competing equity and management interests of a construction mortgage lender
- Achieving a pre-litigation settlement on behalf of the majority owner of an employee leasing company amid allegations of tax fraud and other allegedly wrongful conduct
- Representing a 33% member of a woman-owned business enterprise specializing in pharmaceutical promotion in the sale of her membership interest to the other members
- Successfully defending a professional services firm and its majority shareholder against claims asserted by the minority alleging diversion of corporate opportunities and fraud
- Representing a 50% shareholder of a commercial audio/visual company in the dissolution of the business, which resulted in each 50% shareholder retaining a portion of the company
- Representing the oppressed minority shareholder in a real estate development company where the majority was accused of engaging in mismanagement, theft, diversion of corporate opportunities and purported violations of a non-compete agreement
- Representing a minority shareholder in conjunction with the efforts of a professional corporation to assert an implied covenant against competition and a duty of loyalty
- Representing a 50% owner of a closely held business in the sale of a portion of her equity interest in order to realign ownership interests and control of the client's company
- Representing a retail corporation in a shareholder dispute brought by a minority shareholder, which led to a buyout of the plaintiff
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