Shareholder Disputes in High-Stakes Business Conflicts: Valuation, Oppression, and Strategic Prevention

Shareholder disputes can be some of the most contentious and high-stakes conflicts in corporate law, often pitting business partners against each other in ways that threaten the viability of the enterprise. Principals in a private business effectively enter a business marriage and, just like all marriages, each party often has different expectations, values and perceptions. In the excitement of forming a new venture, it is all too common to ignore the need for a viable buy-sell agreement.

Attorneys advising closely held corporations, partnerships, and LLCs must navigate complex issues of valuation, fiduciary duties, and statutory remedies when shareholder oppression or deadlock arises often in an environment of broken trust, high emotions and vitriol.

This program will provide a practical and analytical framework for understanding how courts address valuation disputes, minority shareholders rights against oppressive conduct, and what preventative strategies business owners and their counsel can implement to mitigate risk before an impasse threatens business operations.

Participants will learn how to anticipate potential disputes during the entity formation stage, evaluate evidence in the context of crafting and supporting the price and terms of a buy/sell agreement or a viable settlement agreement. Developing a successful approach to support the valuation of a private company must be based on the context of the business circumstances that are in alignment with the appropriate valuation methodology.

Current developments in statutory and case law will be reviewed, as well as procedural and perceptual pitfalls. Viable tools, approaches and solutions to litigating shareholder disputes, will be emphasized. By the end of the program, attorneys will be better equipped to counsel clients through the lifecycle of shareholder relationships—from planning and prevention to resolution and exit.

Key topics to be discussed:

• Contractual and preventative planning tools
• Valuation disputes: Evaluating the cause of dissention
• Claims of shareholder oppression
• Judicial remedies and procedural considerations
• Exit strategies and negotiated resolutions
• Recent case law and emerging trends

This course is co-sponsored with myLawCLE.

Closed-captioning available