Corporate & Commercial Litigation

In today's corporate world where tight enforcement and increased shareholder knowledge is becoming the norm, corporations, corporate officers and shareholders all turn to legal counsel for guidance. The firm’s experience in this area provides us with the necessary tools to assist you in areas such as:

General Corporate

Although no two corporations are ever exactly alike in terms of products, services or even philosophies, they are all subject to a system of state and government laws aimed at promoting stability and continuity within the corporate world. This legal framework, which protects the rights of all concerned and often requires expert legal advice to navigate properly, encompasses issues including:

  • Dissenters Rights
  • Foreign State Qualifications
  • Incorporation
  • Liquidations and Dissolutions
  • Recapitalizations
  • Reincorporation’s
  • Shareholder and Director Resolutions
  • State and Federal Government Regulation
  • Stock Splits and Dividends
  • Stock Redemptions
  • Contract disputes
  • Vendor disputes
  • Customer disputes
  • Shareholder and management disputes

Mergers & Acquisitions

While the furious spate of mergers and acquisitions that was emblematic of the 80's to many in the business community has subsided, there are still many such corporate shakeups currently taking place in large companies and closely held companies, with no end in sight. Some of the factors involved in these sometimes hostile and always complex events are:

  • Acquisition issues
  • Asset Purchases
  • Confidentiality and Standstill Agreements
  • Due Diligence Investigation
  • Friendly, Contested and Hostile Takeover issues
  • Letters of Intent
  • Buyouts
  • Merger Agreements
  • Stock Purchases
  • Workouts
  • Non compete and confidentiality breaches

Partnerships and Joint Ventures

The joining of individual forces to create a business entity is a time-honored tradition long practiced in the business world. However, good fences make good neighbors, and the laws governing partnerships seek to clearly delineate the roles, rights, duties and responsibilities of all parties involved. Those laws cover the spectrum of issues involving business partnerships, including:

  • Buy/Sell Agreements
  • Dissolutions and Liquidations
  • General Partnership Agreements
  • International Partners
  • Joint Venture Agreements
  • Limited Partnership Reorganization
  • Limited Partnership Agreements
  • Partner Dispute Resolution
  • Partnership Management
  • Partnership Mergers
  • Purchase/Sale of Partnership Interests

Corporate and Shareholder Representation

The burden of fiduciary duties owed by corporate management coupled with claims of fraudulent practices and similar abuses of trust make corporate law an oft-litigated field. Modern shareholders are more aware of their rights and are more apt to stand up for those rights, which often require representation of the corporation or its shareholders in areas including:

  • Fraud and Misrepresentation
  • Fiduciary Breaches
  • Minority Shareholder Representation
  • Planning and Conducting Shareholder Meetings
  • Preemptive Rights and Ant dilution
  • Proxies
  • Shareholder Dispute Resolution
  • Shareholder Agreements
  • Stock Pledge Agreements
  • Voting Trust Agreements

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