Ogborn Mihm LLP represents closely-held businesses and business owners in legal disputes concerning ownership and control of companies. We also have extensive experience negotiating and litigating disputes involving the breakup of businesses, including law firm dissolutions and various forms of “business divorces.”
Business partnerships can sometimes become strained. Sometimes it’s nobody’s fault — the issue is simply disagreement about the direction or management of a business. Often, however, one owner or manager, typically a person in control, abuses his or her power, fails to abide by the terms of an agreement, self-deals, or engages in dishonest or fraudulent conduct. In such circumstances, we are often hired to force that party to stop misbehaving or pay damages to his or her co-owners.
Holding Your Partners Accountable
We help our clients in disputes involving control or management of a closely-held company including:
- Interpretation and enforcement of governing agreements;
- Oppression of minority owners;
- Fraud and misrepresentation in a purchase, sale, or merger;
- Fraud and misrepresentation by directors, officers, managers, majority owners, and other controlling persons or company insiders;
- Refusing to make distributions of profits to minority owners;
- Theft and embezzlement by controlling 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;
- Aiding and abetting breaches of fiduciary duty by lawyers, accountants, and others;
- Receivership actions;
- Declaratory judgment actions; and
- Actions to dissolve the corporation, partnership or LLC.
Building a Team of Professionals Around Your Case
We frequently work with professionals drawn from 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 consultants to determine what happened and where the money went. Sometimes we need to place a value on the business. And, sometimes we need to have those consultants act as expert witnesses to explain complex accounting and economic principles in a clear and compelling way. At every stage of litigation, we work with clients to build a custom team of professionals based on the needs of your case.
Litigating at the Intersection of Commercial, Corporate, and Tort Law
Disassembling a company is not an academic exercise. It’s very real and can also be exceedingly complex. Disputes over control of a company often occur at the intersection of the law governing corporations, partnerships, Limited Liability Companies, contract law, and tort law. We routinely litigate and try cases involving all three of these interrelated areas of the law. Learn more by visiting our Commercial Litigation and Business Torts pages.
Corporate Litigation on an Alternative Fee Arrangement
While we represent many clients on an hourly basis, we prefer alternative fee arrangements, such as contingent fees, with our clients business litigation matters when appropriate.
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, he also carefully distributed income tax liability proportionate to ownership interest. After he 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, we filed suit. Following a 4-day jury trial, the jury found 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 the controlling member thereafter make distribution of profits in proportion to the members’ ownership interest.
Our lawyers represented investors in a startup 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 our clients out of the business. We settled the case for $3,450,000 shortly before trial.
Our lawyers 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 award and entered judgment against the manager for an additional $179,000 in prejudgment interest and $191,000 in post-judgment interest.
When a minority owner of a technology company sued one of Colorado’s leading business law firms alleging that the firm had aided and abetted the majority owners in squeezing him out of the company, the firm retained our lawyers to defend it at trial. After a 9-day jury trial, the jury found in favor of our client law firm.