An intricate web of relationships exists among the shareholders, directors, and executives of a company. The complexities of these relationships often go unnoticed when business is good, when everyone agrees on the appropriate business strategy, when everyone acts in good faith, and when everyone shares the same understanding of roles and obligations. But personal interest, disagreements, misunderstandings, or market downturns can disrupt the smooth consensus, pitting former business allies against one another and putting at stake control of the company and substantial amounts of money. When this happens, Briol & Benson has experience guiding shareholders and businesses through the associated legal and practical problems, particularly litigation to obtain judicial resolution of the dispute. For example:
CONTROL OF COMPANY RESOURCES, ASSETS, OR STRATEGY
Company executives and employees often control the company’s cash, physical assets, facilities, and operations, making the day-to-day decisions concerning these resources. Shareholders may discover they have different views about how the resources should be used – and not used. Briol & Benson has experience representing clients in disputes concerning the control of company resources.
ACCESS TO COMPANY RECORDS & INFORMATION
The external appearance of a business can be deceptive, so shareholders seeking to truly understand the state of their investment require access to financial and/or operational data. At the same time, a company’s internal information is competitively sensitive, so the company legitimately wants to keep its information secret to the greatest degree possible. The line determining what information a shareholder is entitled to see and what information the company is entitled to withhold can be unclear. Even when that line is not unclear, shareholders sometimes demand information they are not entitled to receive, and company executives or board members sometimes refuse to provide information the law obligates them to provide. Briol & Benson can help you assert and pursue all your rights in a dispute over access to company records.
BREACH OF FIDUCIARY DUTY
Board members and employees who manage a company’s money or property owe a “fiduciary duty” – that is, they must conduct themselves carefully, prudently, honestly, and in pursuit of the best interests of the company and its shareholders, without pursuing their own interests. Board members or employees who fail any of these obligations may be held liable. In some circumstances, a shareholder may also be held responsible for breach of similar duties owed to other shareholders. Briol & Benson advises shareholders, board members, and executives of their rights and obligations to one another, and represents such clients when allegations of breach are made.
UNFAIR TREATMENT OR OPPRESSION OF SHAREHOLDERS
Generally, a company’s strategy and policies are determined by the persons who own a majority of the voting power granted by owning shares or interests in the company. This power to determine strategy and policies may be abused by the majority owner to operate the company in a way that is unfair to the minority owners, sometimes called shareholder “oppression” or “freezing out.” On the other hand, minority shareholders sometimes wrongly assert that legitimate company action is oppressive and unfair. Briol & Benson advises majority or minority share owners in connection with disputes over the majority’s decisions about the company, and represents share owners in litigation over such disputes.
IMPROPER OR UNREASONABLE DEMANDS BY SHAREHOLDERS
Shareholders may attempt to dictate operations or control the company, even though as a general matter these powers lie solely with the board of directors. Company employees and executives are directly responsible to the board, not the shareholders. If a shareholder threatens litigation, the directors and other shareholders must know their rights. Briol & Benson represents clients embroiled in disagreements about shareholder demands.
SHAREHOLDER DIVIDENDS OR DISTRIBUTIONS
Shareholders, directors, and executives may have different views of the advisability of paying shareholder dividends or distributions. Past agreements, practices, understandings, and duties may affect the legal analysis of an asserted “right” to a distribution – or not. Briol & Benson attorneys help clients ascertain and claim their rights concerning shareholder dividends and distributions.
MISUSE OF COMPANY ASSETS
Directors, executives, employees, and majority shareholders often have the opportunity to misuse or steal company assets. Some practices are appropriate business uses and some are not. Still others can be unclear. If a shareholder challenges the use of company assets, the dispute may have to be resolved in court. Briol & Benson has experience litigating the use and misuse of company assets.
Eventually all shares in a company must pass to new owners. If shareholders have different ideas about when this should happen or who the new owners should be, conflict may result. A previous agreement or understanding about succession of shares in the company sometimes heads off conflict – but such an agreement may also trigger disputes about what it means and whether it should be changed. Briol & Benson helps clients interpret agreements related to the sale or gift of company shares and enforce their rights in court.
Bylaws are intended to clarify and establish matters concerning the operation of a company. But the meaning of the bylaws, or their application to a present dispute, may be contested. Briol & Benson attorneys can advise you of the legal significance of bylaws provisions and represent you in litigation related to bylaws.
SHAREHOLDER OR VOTING AGREEMENTS
Shareholders may enter into contracts with each other concerning the operation of the company or how shares are to be voted. As time passes, however, the original purpose or understanding of a shareholder agreement may no longer fit the company’s new circumstances, or shareholders may dispute the meaning or application of the agreement. Briol & Benson attorneys can help you understand how a shareholder agreement applies to your current circumstances, and represent you in court when another shareholder fails to abide by the terms of the agreement.
BOARD OF DIRECTORS ISSUES & DERIVATIVE ACTIONS
Deadlocks between fellow members of a board of directors, or disagreements between directors and shareholders, may require judicial involvement to resolve. When the board of directors rejects a shareholder’s assertion that the company should file a lawsuit – such as a lawsuit against a board member – one or more shareholders may themselves attempt to bring an action on behalf of the company, called a “derivative” action. A technical body of law governs derivative actions, and Briol & Benson has experience in this area.
EXECUTIVE CONDUCT OR CONTROL
Enforcing a company’s legal rights without jeopardizing company operations or key business relationships can be a delicate process when shareholders and board members become concerned that executives with great power over company assets may be engaged in improper conduct. Briol & Benson has represented clients caught in situations where other key players at the company were accused of wrongdoing.
DISPUTES OVER CONTROL OR SALE OF SHARES
A company’s share structure may be arranged in many different ways. Every new wrinkle in the rights granted by a particular class of shares, and every sale or transfer of shareholders, presents an opportunity for conflict to arise between shareholders. Briol & Benson can help you understand and defend your rights as a shareholder based on the company’s share structure.
Briol & Benson successfully defended the owners of a company when a co-owner sued for a buy-out payment following termination of his employment. The case was resolved on summary judgment, without any trial.
Briol & Benson obtained a favorable resolution on behalf of a client who loaned money to his family’s business and then discovered that one of the key executives running the business was misusing its resources for his own personal benefit.
Briol & Benson obtained a multi-million dollar buy-out on behalf of clients who owned an interest in a family business, when some of the shareholders manipulated the business’s affairs to the detriment of other shareholders, including our clients.
Briol & Benson assisted a fifty percent owner gain control of his company after the other fifty percent owner was convicted of tax evasion, potentially affecting the company’s reputation and creditworthiness.
Briol & Benson successfully pursued a share owner who attempted to collect his desired buy-out payment by withdrawing funds from the company’s bank account. The case was resolved following a hearing on our client’s motion for a Temporary Restraining Order.