Shareholder and Partnership Disputes

Cohen & Grigsby’s Shareholder and Partnership Disputes Group is a part of the firm’s commercial litigation practice, which has been recognized in U.S. News and Best Lawyer’s ® “Best Law Firm” Rankings for Commercial Litigation as a Tier 1 firm (the highest ranking) both in the firm’s Pittsburgh, Pennsylvania and Naples, Florida offices. The Group’s attorneys provide representation to companies and individuals involved in disputes concerning corporate and partnership governance, dividends, partnership dissolution, minority shareholder oppression, breach of fiduciary duties, derivative claims, share appraisals, freeze outs and buy-outs.

Our trial attorneys have extensive experience in both the prosecution and defense of matters arising between a business entity and one or more disgruntled shareholders or partners. Our cases have ranged from small family-held businesses to companies worth in excess of $500 million. In the case of oppressed individuals, we pride ourselves in finding solutions to the high costs such cases sometimes entail. No client should be prevented from vindicating his or her rights because of a lack of resources. We are open to alternative fee arrangements, including contingent fee arrangements.

We also frequently counsel clients on methods to avoid conflicts between shareholder or partners and their businesses, including shareholder agreements, amendments to partnership agreements and alternative dispute arrangements.

Some of our recent representative cases:

We represented a real estate developer who had become embroiled in a dispute with his partner with regard to the management of over $500 million in commercial properties. We brought suit in the Court of Common Pleas of Allegheny County and had the case designated complex. With the help of the court, we successfully forced the disassociation of these partners on attractive terms for our client.

Our client owned 50% of a petroleum distribution company and was being frozen out of management and income from the business. We litigated both in Pennsylvania courts and Delaware Chancery court with the goal of forcing a buy-out of our client’s interest. The parties were far apart in their respective valuations. On the evening of the first day of trial in the Delaware Chancery court, our client received an $8 million wire transfer for her interest, one hundred percent of our proferred valuation.

We represented a minority shareholder who owned 30% of a large restaurant chain who was being frozen out of management and income. We brought suit and forced a multi-million buy-out after proving that the majority shareholder was taking excessive salaries, self-dealing and abusing corporate perks.

We represented a woman who owned 40% of a very successful business with over $50 million in annual revenues. She was being oppressed by her ex-husband and brother-in-law who had seized control of the business after the unexpected death of her father. We brought suit and eventually proved that the ex-husband and brother-in-law were taking excessive salaries and wasting corporate assets. We were able to force an $8 million buy-out of her interest. We also successfully defended a claim in divorce court where her ex-husband claimed entitlement to a portion of her shares.

Our client owned 30% of a very successful perfume company. He was being frozen out of any meaningful information about the company as well as any monetary benefits after the majority shareholders moved the company out of the Pittsburgh area. We brought suit and eventually forced a lucrative buy-out of our client’s interest.