Overview
Ownership and governance disputes involving limited liability companies (LLCs), closely held businesses, corporations, and partnerships can put far more than a legal position at risk. Disagreements among LLC members and managers, shareholders, partners, majority and minority owners, or investors can threaten control of the company, access to critical assets, customer relationships, intellectual property, and the continued operation of the business. Wiley represents businesses and their owners in high-stakes disputes involving operating agreements, management authority, voting rights, fiduciary duties, distributions, capital contributions, ownership interests, and other governance issues, helping clients protect enterprise value and pursue practical resolutions aligned with their long-term objectives.
Our attorneys advise clients throughout the dispute lifecycle, from preventive LLC governance counseling and the drafting of operating agreements, shareholder agreements, buy-sell arrangements, and deadlock-resolution provisions to emergency litigation, arbitration, negotiated buyouts, judicial dissolution, receiverships, and business divorce proceedings. We measure success not only by courtroom outcomes, but also by whether the strategy preserves value, protects the business, and positions the company for what comes next.
LLC, Shareholder, and Partnership Disputes
Wiley helps clients prevent, manage, and resolve business ownership and governance disputes, including by:
- Advising on governance structures and drafting operating agreements, shareholder agreements, buy-sell arrangements, voting provisions, deadlock procedures, dispute-resolution provisions, and ownership-transfer restrictions.
- Counseling on management authority, voting requirements, member and shareholder rights, recordkeeping, distributions, capital contributions, and intellectual property ownership.
- Representing clients in shareholder, member, partnership, and majority-minority owner disputes, including direct and derivative actions.
- Handling claims involving fiduciary duties, self-dealing, unauthorized corporate actions, improper distributions, books-and-records demands, and information-access rights.
- Resolving disputes over corporate control, management authority, voting rights, governing documents, and ownership transitions.
- Pursuing or defending emergency injunctive relief, arbitration, judicial dissolution, receiverships, negotiated buyouts, and other business-preservation strategies.
- Protecting company assets, confidential information, customer relationships, brands, and intellectual property during periods of ownership conflict.
A Strategic Approach to Business Ownership Disputes
Business divorce disputes rarely center solely on litigation issues. They often combine corporate governance, financial, intellectual property, employment, and operational concerns. Wiley brings those disciplines together to address the full range of issues affecting a closely held business during an ownership dispute.
Our approach is grounded in the client’s business objectives. Depending on the circumstances, that may mean preserving existing management, negotiating an orderly separation, obtaining emergency relief, appointing a receiver, protecting critical assets, or positioning the company for a sale, restructuring, or other strategic transition. The goal is a coordinated strategy that protects control, minimizes disruption, and preserves value.
Representative Business Ownership and Governance Matters
- Represented a company and its majority ownership group in coordinated state and federal disputes arising from an attempt by a minority owner and former business partner to seize control of the business, undermine its brand, divert customers, and remove existing management. Wiley developed an integrated litigation, corporate, and intellectual property strategy that achieved favorable resolutions across multiple proceedings, removed the disruptive parties from the business, secured the company’s brand rights, preserved management control, and avoided years of additional litigation across multiple jurisdictions.
- Represented an LLC manager in a dispute involving management deadlock and competing ownership interests in a distressed business facing foreclosure risk. The matter included allegations concerning breach of the parties’ operating agreement and breach of fiduciary duties and involved issues relating to corporate control and preservation of stakeholder value. Wiley helped structure a receivership process that preserved the business as a going-concern, maximizing potential value for owners, creditors, and investors while avoiding an immediate acquisition of its assets.
- Represented an LLC manager in derivative and direct claims brought by a minority shareholder challenging significant corporate transactions, distributions, and management decisions.
Contact Us
Daniel B. Hassett
202.719.3309 | dhassett@wiley.law
Rebecca L. Saitta
202.719.7075 | rsaitta@wiley.law
