Holding Your Partners Accountable

Ogborn Mihm, LLP

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Corporate, Partnership And Limited Liabilty Company Litigation

Ogborn Mihm LLP represents closely-held businesses and their owners in legal disputes concerning ownership and control of companies, or in “business divorce” negotiations and litigation.

We understanding that business partnership can sometimes become strained. Sometimes it’s no one’s fault; people can have different opinions about the direction or management a business. Often, however, one owner or manager, often a control person, is abusing their power, self-dealing, or engaging dishonest or fraudulent conduct. In such circumstances, we are often hired to force the party engaged in the misconduct to stop misbehaving or pay damages.

We can represent our clients discretely or, if necessary, file an appropriate lawsuit.

Some of the types of matters for which we help our clients involving control or management of a closely-held company include:

  • Interpretation and enforcement of shareholder agreements, partnership agreement and Limited Liability Company operating agreements, including buy-out provisions, non-disclosure provisions, and non-compete agreements;
  • Oppression of minority owners of businesses by majority owners, including breaches of fiduciary duty, self-dealing and “squeeze-out” or “freeze-out” of minority owners.
  • Fraud and misrepresentation in the purchase, sale, or merger of businesses;
  • Fraud and misrepresentation by officers and directors, managers, majority owners, and other control persons or company insiders;
  • or other control person attempt to squeeze-out or freeze out a minority owners;
  • Refusing to make distributions of profits to minority owners;
  • Theft and embezzlement by control persons or company insiders;
  • Derivative actions on behalf of the company, and matters related to Special Litigation Committees;
  • Theft of company trade secrets or other intellectual property by a minority owner, former employee or others;
  • Aiding and abetting breaches of fiduciary duty by lawyers, accountants, and others;
  • Equity-stripping schemes;
  • Receivership actions;
  • Declaratory judgment actions; and
  • Actions to dissolve the corporation, partnership or LLC.

Our Professional Support

We often work with a select group of highly-qualified and trial-tested forensic accountants, business valuation specialists, and fraud investigators in disputes over control of a company. Sometimes we hire these consultants to determine what happened and where the money went. Sometimes we need to place a value on the business for purposes of trial or settlement negotiations.

Contact Us now for a confidential consultation about your business tort or fraud claim and how we can help you.

Featured Cases

Breach of Contract – LLC Operating Agreement - Jury Verdict and Declaratory Judgment (for the Plaintiff).
The controlling member/manager of a family-controlled real estate company refused to make distributions of profits proportionate to the members’ ownership interest in the limited liability company, but made distributions (mostly to himself) at his whim. However, the manager carefully distributed the income tax liability proportionate to the ownership interest. After the manger refused to change his behavior, our client, a minority owner, hired Ogborn Mihm LLP to force the majority owner to honor the LLC operating agreement. After months of fruitless negotiations, Michael Mihm and Betsy Hyatt filed suit on behalf of the client. After a 4-day jury trial, the jury returned a verdict finding that the controlling member had, indeed, breached the operating agreement and ordered him to pay damages. More importantly, the court then entered a declaratory judgment interpreting the contract as our client had requested, and requiring that when the controlling member to thereafter make any distribution of profits in proportion to the members’ ownership interest. District Court, Weld County, Colorado.

Minority Owner squeezed out of a start-up company - $3.45 Million Settlement – Utah (for the plaintiff)
Elizabeth Hyatt and Michael Mihm represented our clients, investors in a start-up business that had grown to more than $1 billion in annual sales in less than 5 years, in a lawsuit alleging breach of contract, breach of fiduciary duty, securities fraud and other claims. The defendants, the company and its senior management, had squeezed out our clients from the business. We settled the case for $3,450,000 shortly before trial. U.S. District Court, District of Utah.

Real estate developer recovers $983,00 arbitration award against self-dealing manager (for the Plaintiff)
Michael Mihm and Elizabeth Hyatt represented a real estate development company in a breach of fiduciary lawsuit against the company’s manager and obtained a judgment of $983,000. The arbitrator awarded damages of $509,000 and costs of $104,000 against the manager, plus other remedies. The trial court later confirmed the arbitration awarded and entered judgment against the manager for an additional $179,000 in prejudgment interest and $191,000 in post-judgment interest. Florado Partners, LLC v. Ronald Gollehon, et al., Case No. 2005CV137, District Court, City and County of Denver, Colorado.

Aiding and abetting a breach of fiduciary duty - Oppression of minority shareholders – Defense Jury Verdict (for the Defense).
When a minority owner of a technology company sued one of Colorado's leading business law firms alleging that the defendant law firm had aided and abetted the majority owners in squeezing him out of the company, the law firm retained Michael Mihm and Elizabeth Hyatt to defend it at trial. After a 9-day jury trial, the jury found in favor of Michael and Betsy’s client law firm. District Court, City and County of Denver, Colorado.

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