On March 28, 2017, the Washington Court of Appeals, Division II, threw certain family law litigants a curve ball when it issued its ruling in In re Marriage of Ruff & Worthley, No. 48462-5-II. In Worthley, the court addressed the question…Read the full article
A primary emphasis of Mario A. Bianchi’s litigation practice is the break-up of companies, limited liability companies, and partnerships (“business-dissolution” or “business divorce”). Even the most successful business enterprise can fall apart when its shareholders/ owners/ partners come into irreconcilable disagreement. The circumstances creating such disagreements vary from business to business, but can include:
- Disagreements over control / operation of the business;
- Disagreements over how to divide profits of the business;
- Disagreements arising out of the sale or transition of a business;
- Oppression of a minority shareholder/owner;
- Squeeze out of a minority shareholder/owner;
- Breach of fiduciary duties by majority;
- Usurpation of corporate opportunities;
- Misuse of Company assets;
- Business fraud or embezzlement.
Often the relationship of the owners in the business deteriorates to a breaking point and a split-up of their relationship (and consequently the business) becomes necessary.
The primary fight between the owners in the context of business dissolution / business divorce often concerns who will retain control of the business vs. who will be bought out. In the absence of a liquidation of the enterprise, at the end of the day one side will retain control, and the other side must be compensated for his or her exit. The relevant questions become: (1) who is going to leave, and (2) at what cost?
A business dissolution dispute can escalate quickly and it is important to have a proactive and exit strategy in place. Mario understands the complexities and nuances to business law in order to set up that exit strategy, and has the litigation skills necessary to execute on that strategy if and when the time to break up the relationship becomes necessary.
Mario has assisted numerous business owners in the successful break-up/dissolution of their business relationship, including the business dissolution / business divorce of law firms, medical partnerships, restaurants, construction companies, retail companies, real estate ventures, and family owned entities.
Example Case Studies:
- Company Representation (Business Dissolution) – Acting as company counsel, Mario successfully orchestrated the buyout of recalcitrant minority owner in the business, leaving the majority owner with 100% control.
- Majority Shareholder Representation (Business Dissolution) – Mario successfully defended a controlling (majority) owner of local technology firm accused by his minority investors of breaching of fiduciary duties and conversion of corporate assets.
- Minority Shareholder Representation (Business Dissolution) – Mario successfully assisted minority shareholder in lawsuit against majority owners for breach of fiduciary duty, conversion, and fraud, after the majority owners sought to sell Company without the client’s knowledge or consent.
- Company Dissolution (Business Dissolution) – Mario successfully assisted shareholder in local construction contractor in negotiated dissolution and wind-up of company affairs, after client accused of fraud and breach of fiduciary duties.