Corporate Governance, Shareholder & Partnership Disputes

Closely held corporations, limited liability corporations and partnerships share common governing principles. Shareholders, members and partners are not only governed by applicable statutes but by common law fiduciary duties as well. Many such enterprises are started by friends or family. But in the euphoria of a creating a new business enterprise, future troubles are often unforeseen or ignored. Success or failure of the business, different strategic visions or varying levels of commitment can breed dissension, greed or animosity that intrudes into a once amicable relationship.

In Indiana, small business start-ups are common and of increasing economic importance. Bingham McHale’s perceptive litigators are experienced in handling corporate, shareholder and partner disputes. In fact, we have handled some of the most significant litigation in these areas. In addition to the statutory principles governing closely held corporations and partnerships, a myriad of common law duties apply. We have responded to fiduciary duty claims, “squeeze outs” and “freeze outs,” issues of corporate governance, direct and derivative claims (and defenses), fraud, breach of trust, usurpation of corporate assets and opportunities, the business judgment rule and conflicts of interest.

In addition, Bingham McHale has effectively litigated issues of shareholder rights, valuation, deadlock and dissolution. We are familiar with both legal and equitable remedies available to shareholders and partners. We also can be helpful in preventing, avoiding and resolving disputes. This can range from review of shareholder and partnership agreements to using alternative dispute resolution to achieve an efficient and economical result. Resolving disputes after they arise can often be expensive and disruptive. Bingham McHale can assist in carefully crafting negotiated business documents that can help minimize the cost of disputes and provide a means to avoid disputes before catastrophe ensues.

See, for example, W&W Equipment Co., Inc. v Mink, 568 N.E.2d 564 (Ind. Ct. App. 1991), transfer den. and Barth v. Barth, 659 N.E.2d 559 (Ind. 1995).

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