Corporate Governance Disputes

• Arbitrated an intra-corporate dispute among the officers and directors of a technology company, with allegations of breach of fiduciary duty, diversion of profits, excess compensation leading to the loss of valuable technology customers.
• Arbitrated partnership dispute regarding partner’s obligations to accounting partnership.
• Mediated intra-corporate dispute among founders and subsequent investors in a commercial publishing business, with allegations of excessive compensation, disputes concerning valuation of ownership interests for buyout purposes, and disassociation of members.
• Mediated intra-corporate dispute among owners of closely held technology company with disparate contributions by the founders over the years leading to changes in ownership levels, followed by the death of one of the founders and proposed sale to a third party, with disparate views of the meaning of several of the recapitalization agreements, and amounts owed to the various shareholders in the sale.
• Mediated intra-corporate dispute among stockholders, officers and employees of a cannabis processor which set up facility and secured licenses but never achieved production, disputing ownership interests and resulting in employee wage-hour and retaliatory discharge claims.
• Arbitrated two separate intra-corporate LLC disputes involving departing members and investment firms challenging restrictive non-compete and non-solicitation covenants and confidentiality clauses in the operating agreements under California Business and Professions Code § 16600.
• Arbitrated an intra-corporate dispute among the officers and directors of a technology company, with allegations of breach of fiduciary duty, diversion of profits, excess compensation leading to the loss of valuable technology customers.
• Mediated matter where Vice President of Business Development and Director of a startup company sued the CEO, also a Director, for failure to pay wages to Plaintiff, who asserted alter ego liability. The Defendant had advanced hundreds of thousands of personal funds to keep the company afloat but it eventually became insolvent.
• Mediated dispute between a limited liability manufacturing company member and member managers over corporate strategy, marketing and growth and also compensation payments.
• Mediated a dispute among four member-managers of two related limited liability companies, one of which owned a building, the other of which operated a business and leased the building. Disputes arose concerning the calculation and payment of rent and offsets, which allegedly lead to overpayment of rent. Two of the member managers sued the others for repayment of overpayment and breach of fiduciary duty.
• Mediated a minority shareholder action against controlling shareholder in an Indian Ocean resort, alleging breach of fiduciary duty and related claims based on disappointing financial results, which the controlling shareholder argued were based on external factors.
• Mediated a corporate governance dispute among the board members of a nonprofit religious corporation, concerning disputed bylaws, disputes concerning the removal of certain board members, accounting for donations, and transparency measures regarding advisory committees.
• Mediated internal corporate dispute among the owners, officers and directors of a closely held corporation, resulting in competing breach of fiduciary and derivative claims seeking removal of directors and damages arising from alleged usurpation of corporate business opportunities, and alleged wrongful salaries, bonuses, and extravagant expenses.
• Mediated family business and corporate governance dispute among various family members over management of freight delivery and broker businesses as well as breach of contract concerning sale of shares by father.
• Mediated corporate governance and stockholder action involving inspection of books and records, derivative claims for truth in lending violations and financial irregularities, redemption of stock and damages related to unallocated stock options.
• Mediated derivative lawsuit against a religious non-profit corporation regarding various corporate governance procedures including board membership and elections, accounting conrols and other internal controls.
• Handled related matters arising from the settlements of a derivative claim for no consideration on the eve of a savings bank holding company bankruptcy arising from junk bond losses and failed consumer loan portfolios, causing over $100 million in damages, leading to litigation against former officers and directors, attorneys and derivative plaintiffs. There were two separate legal malpractice claims made against the company’s legal advisor and its litigation counsel in the derivative action. The matters were resolved through settlements totaling $55 million.
• Handled a derivative claim matter involving an ocean marine service company arising from a settlement with the U.S. government of a Foreign Corrupt Practices Act Claim.
• Handled a matter involving a mismanagement claim by a minority shareholder against the corporate directors which had been filed without a prior shareholder demand on the board.
• Handled a matter involving a national accounting firm and one of its partners in a $15 million action for accountant malpractice, breach of fiduciary duty, fraud and racketeering, involving tax planning and financial statement work for two British Virgin Islands corporations that invested in U.S. real estate. There were issues regarding the membership of the Board of Directors, whether a pre-litigation demand was made on the Board, and the status of the claims given a revocation of the corporations’ operating status.
• Handled a matter involving a national accounting firm and two of its partners in a $15 million lawsuit arising out of the failure of a Scottsdale life insurance company and an associated insurance service agency. The plaintiff alleged accountant malpractice, negligent misrepresentation and interference with contractual relations, claiming that there were audit failures and accounting errors. There were significant corporate governance issues regarding whether the plaintiff shareholder and officer could bring the claims or whether they were corporate claims requiring a derivative suit and pre-suit demand.
• Handled several matters which included advice to directors, controlling shareholders, venture capital firms and investment bankers concerning their fiduciary duties in a sale of the business or a merger and acquisition transaction.
• Mediated a Board of Directors dispute over conduct of single director of an association, leading to notice of expulsion of membership and threatened litigation for corporate code statutory violations and breach of fiduciary duty.