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BUSINESS OWNERSHIP AND GOVERNANCE DISPUTES

The breakup of a business is a tragedy that can often destroy a life’s work. Thompson Coburn counsels owners, shareholders, partners, corporations, partnerships, limited liability companies and other organizations in foreseeing and avoiding conflicts that may develop in the future. For conflicts that do arise during the course of business, the group works to resolve them as expeditiously as possible. The group’s emphasis is on privately-held businesses, but our attorneys also have extensive experience regarding business breakup issues involving publicly-held companies.

Our team includes litigators who have tried cases regarding every aspect of operating agreements and shareholder agreements. The group also includes corporate, tax and estate planning attorneys who have the experience necessary to anticipate and resolve disputes before they arise. A typical “business divorce” often touches on several or all of these areas.

We work with new businesses to help their leaders anticipate the issues that they may face in the years ahead and mitigate those risks before they happen. For example, the group’s corporate attorneys work closely with group litigators when drafting shareholder and operating agreements so that the firm’s clients are protected by a comprehensive “prenup.” Likewise, group litigators work with their corporate, tax and estate planning colleagues to ensure that clients obtain maximum value and appropriate tax benefits for business succession when resolving disputes through litigation or other dispute resolution avenues.

We pride ourselves on giving our clients the freedom to focus on their business while we address potential or actual disputes that otherwise would require them to divert time and resources better spent on growing their companies.

Our services also include:

  • Prosecuting and defending claims of oppression, breaches of fiduciary duty, breaches of operating or shareholder agreements, enforcement of statutory records, inspection rights, misappropriation of corporate assets, diversion of corporate opportunities, removal of officers or directors and receiverships, valuation of minority interests, and other corporate governance and shareholder/partner rights issues
  • Counseling on insurance and indemnification issues
  • Counseling on protocols for special directors’ and shareholders’ meetings
  • Counseling on valuation issues
  • Representation as to diligence and closing on mergers and acquisitions
  • Protecting and enforcing the rights of minority shareholders or partners
  • Counseling those in control on fiduciary duties, record-keeping and governance
  • Preparing operating agreements for LLCs and shareholder agreements for corporations
  • Forming corporations, LLCs and other entities
Partner
New York

John draws on his more than 30 years of litigation experience to represent a wide variety of clients in federal and state trial and appellate courts.

John draws on his more than 30 years of litigation experience to represent ...

John Amato
Partner
Chicago

Christina Berish acts as a legal advisor and trial counsel in commercial matters.

Christina Berish acts as a legal advisor and trial counsel...

Christina Berish
Partner
St. Louis

Ed serves as a key tax advisor to companies embarking on any type of corporate restructuring, from acquisitions and dispositions to spinoffs and management changes.

Ed serves as a key tax advisor to companies embarking on any type of corpor...

Ed Buchholz
Partner
St. Louis

Tom's practice focuses on the areas of estate planning and administration, federal estate and gift tax compliance and controversy, organizational, tax and succession plan...

Tom's practice focuses on the areas of estate planning and administration, ...

Tom Corbett
Partner
St. Louis

Larry has extensive experience in cases involving shareholder rights, business valuations, fiduciary duty claims, and other contract and business disputes.

Larry has extensive experience in cases involving shareholder rights, busin...

Larry Friedman
Partner
Chicago

Jay serves as a critical business partner and advisor for a variety of companies, from startups to multi-level international organizations.

Jay serves as a critical business partner and advisor for a variety of comp...

A. Jay Goldstein
Partner
St. Louis

Steve is a practitioner in the areas of estate planning and the structuring of privately held businesses.

Steve is a practitioner in the areas of estate planning and the structuring...

Steve Gorin
Partner
Chicago

Joel is an experienced corporate transactional lawyer who, for decades, has been sought out by clients of all sizes to counsel them through complex business combinations ...

Joel is an experienced corporate transactional lawyer who, for decades, has...

Joel Haber
Partner
Washington, D.C.

Benjamin is a corporate advisor and business strategist for a wide variety of privately-held businesses, manufacturers, financial institutions, and nonprofits.

Benjamin is a corporate advisor and business strategist for a wide variety ...

Benjamin Hulsey
Partner
Los Angeles

Jon represents mid-sized, closely held businesses and their owners in a variety of industries, including manufacturing, distribution, retail sales and professional servic...

Jon represents mid-sized, closely held businesses and their owners in a var...

Jon Karp
Partner
Chicago

David is Co-Chair of the Firm's Corporate and Securities Practice Group.

David is Co-Chair of the Firm's Corporate and Securities Practice Group.

David Kaufman
Partner
Chicago

Litigation can be a chess match or a street fight: Rob has the skills and experience needed to navigate either approach.

Litigation can be a chess match or a street fight: Rob has the skills and e...

Rob Lang
Partner
New York

Steve represents financial institutions, businesses and constituencies in federal and state courts throughout the United States in a wide variety of major commercial disp...

Steve represents financial institutions, businesses and constituencies in f...

Steven Mandelsberg
Partner
Dallas

Elizabeth represents clients in high-stakes litigation across the country, including commercial disputes, product defects claims, and consumer fraud and securities fraud ...

Elizabeth represents clients in high-stakes litigation across the country, ...

Elizabeth Myers
Partner
New York

Zachary delivers practical, tactical, and experienced advice to corporate, lending, and fiduciary clients with respect to all phases of litigation, alternate dispute reso...

Zachary delivers practical, tactical, and experienced advice to corporate, ...

Zachary Newman
Partner
Washington, D.C.

Ray is a member of the Corporate and Securities, Government Contracts and Tax practice groups.

Ray is a member of the Corporate and Securities, Government Contracts and T...

Ray Stewart
Partner
Los Angeles

Barry serves as a corporate strategist and outside general counsel to small- to mid-sized companies, as well as their principals, in a variety of industries.

Barry serves as a corporate strategist and outside general counsel to small...

Barry Weisz
Partner
Dallas

Nicole is a highly experienced trial lawyer who represents clients in matters involving antitrust, advertising, fraud investigations and litigation, RICO and class action...

Nicole is a highly experienced trial lawyer who represents clients in matte...

Nicole Williams
Partner
Chicago

Described by one client as a highly effective "legal quarterback," Kevin handles a wide range of transactional and governance matters for corporate clients and financial ...

Described by one client as a highly effective "legal quarterback," Kevin ha...

Kevin Young