Fiduciary Duty/Shareholder and Partnership Disputes
Our trusts and estates practice, described in detail elsewhere in this site, is just one facet of our firm’s wide-ranging fiduciary duty practice. Our attorneys have extensive experience in litigation involving the fiduciary and other duties that partners and shareholders owe one another, that departing officers, directors and employees owe their former employers and that competitors owe one another as they solicit and hire employees. We have represented the interests of law firms, accounting practices, construction companies, investment firms, banks and software companies, among others, in protecting their proprietary information from departing officers and employees and the competitors who hire them; in resolving disputes among shareholders in small and large privately owned companies; in determining the rights and duties among partners as partners depart or firms dissolve; and in obtaining damages caused by breach of the duties owed between joint venturers and business partners, or by agents to the parties they represent. We have represented both plaintiffs and defendants in fiduciary duty litigation, which also often involves overlapping intellectual property and contract issues. Robert Schaberg authored the American Bar Association’s Model Jury Instructions on Fiduciary Duty.
Business valuations are often required in partnership and shareholder disputes. The decision to seek such a valuation should not be made lightly, since the timing and scope of the appraisal, how and by whom the valuation is conducted and many other factors can have a significant impact on the result. Through our substantial experience in this area, we are well equipped to advise our clients on the strategic considerations in demanding, resisting and managing the appraisal process. We also have experience with the various forms of judicial intervention in corporate affairs, including the appointment of provisional directors and receivers and the granting of injunctive relief. Arthur Shartsis has authored two of the leading articles in California on disputed dissolutions of privately held corporations.
Litigation among partners, family members, shareholders and others previously engaged in close and successful business and personal relationships can be particularly hard on the litigants. We are sensitive to these dynamics, and offer our clients many litigation options, from the aggressive pursuit of damages, corporate control or injunctive relief, to the development of business solutions that may or may not involve a continued working relationship among the parties.
While lawsuits often are unavoidable, we frequently advise clients on their rights and obligations in advance of, and in an attempt to avoid, litigation. For example, we regularly advise employers on the policies and procedures they should have in place to protect the confidentiality of their proprietary information, and to protect themselves from the misappropriation or misuse of that information upon the departure of officers, directors and employees. We also advise new employers on the procedures they should follow to avoid liability to their competitors for hiring away their employees. We and our colleagues in our corporate practice counsel partners desiring to leave their firms and represent them in negotiations with their former partnership, and represent individual employees who need advice about their obligations to their company as they depart to work for a competitor or establish their own businesses.
The Art of Being Independent more >>
Eight Shartsis Friese partners were chosen as The Best Lawyers in America 2011 by Woodward/White, Inc. more >>
Using Corporations Code §2000 to Resolve 50-50 Shareholder Deadlocks in Privately Held Corporations by Arthur Shartsis as published in the California Business Law Reporter more >>
by Chip Rice
Most lawyers find it hard to get excited about preparing for a direct examination of a friendly witness. It’s not nearly as much fun as cross-examination or oral argument or any other task that allows us to be the center of attention. more >>
Originally published in The Recorder
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