Resolving Problems Within Closely Held Corporations, Partnerships and LLCs
When differences of opinion within equity groups develop into serious disagreements between partners or shareholders, litigation is sometimes necessary to straighten out the damaged relationships in much the same way that divorce litigation resolves the issues that emerge in a failed marriage. In fact, the phrase "business divorce" is a reasonably accurate characterization of the work to be done when business owners split up.
Whether or not a dispute within your ownership group means dissolution of the business entity, the attorneys of Grumer & Macaluso, P.A., in Fort Lauderdale offer dependable advice and prompt but thorough client service in working through shareholder or partner disputes. Contact our office to work with lawyers who can help you identify the best options for resolving a difficult situation.
The first question to consider is whether the matters in dispute are best resolved by divestiture, buyout, new investment, new management or other measures that can allow the business to continue as a going concern while addressing the most acute problems within the group.
In some situations, dissolution of the business entity will make the best sense, but each investor will still have interests to protect as the capital and operational commitments are unwound. Very often, the terms of organizational instruments such as bylaws, operating agreements or buy-sell agreements will limit the principals' options, or might even provide a useful structure for guiding the terms of the dissolution.
Fort Lauderdale Business Ownership Dispute Lawyers: Call 888-587-5549
Here are some of the matters to consider when dissolving a closely held business in any form:
- Accurate accounting of capital contributions by each investor
- Assumption of business liabilities by the principals or one or more successor entities on terms acceptable to creditors
- Fair distribution of the entity's equity in business assets — equipment, real property, contracts, vehicles — or the proceeds of liquidated assets
- Ratification or rejection of business decisions made under disputed authority
- Settlement, waiver or release of unresolved claims within the ownership group
- Enforceability of such restrictive covenants as noncompete or non solicitation agreements
- Responsibility for continuing commitments to employees through pension plans, health insurance or other benefits
Just as marital misconduct can play a precipitating role in divorce, a principal's dishonesty, self-dealing or abuse of position within the company can set the company on the course toward dissolution. At Grumer & Macaluso, our attorneys can help shareholders, partners or members recover the losses caused by the misconduct of one of their peers.
For additional information about our law firm's experience with the resolution of problems and disentanglement of legal and financial relations between the investors and principals of closely held business entities, contact us in Fort Lauderdale.
