Perspectives on Solving Disputes Among Business Partners and Owners

This post explains an exception to the attorney-client privilege that is recognized in many jurisdictions to allow minority owners of LLCs and corporations to attempt to obtain the privileged communications of their LLC or corporation.

When corporate management requests or obtains legal advice from corporate counsel, management expects those communications to be protected from disclosure by the attorney-client privilege, and usually they are. But there are exceptions.

Four ArentFox Schiff attorneys have been named “Go-To Thought Leaders” in 2022 by National Law Review, which honors excellence in legal news and analysis.

Directors owe fiduciary duties to the company. To make informed decisions and satisfy those fiduciary duties, directors generally have broad access to the company’s books and records, with a few exceptions.

Those with ownership stakes in privately held businesses, partnerships, or family offices need to closely collaborate with and trust others. When disagreements and disputes over rights and responsibilities arise, individual emotions and personalities can complicate matters.

This post explains when minority shareholders may owe fiduciary duties and steps that shareholders can take to eliminate any fiduciary duties they might owe.

A recent court ruling related to Donald Trump’s attempts to overturn the 2020 presidential election serves as an evergreen reminder that the attorney-client privilege and work product doctrine do not insulate documents and communications created in furtherance of a crime or fraud from disclosure.

Ownership disputes often arise from a common scenario: a few friends start an LLC together. The friends each take an ownership interest in the LLC and decide to organize their LLC under Delaware law. \

Elizabeth Holmes, founder and ex-CEO of now-defunct blood testing start-up Theranos, is once again making headlines, this time for her upcoming criminal trial and related court proceedings.

2020 was an unprecedented year for business owners. It brought a pandemic, a deep recession, a civil rights movement, and civil unrest in cities across America.

When acquiring shares in a corporation, minority shareholders often evaluate the profitability of the corporation, the value of their shares, and what protections are in place to shield them from wrongdoing at the hands of the controlling shareholders.

Minority owners of a business face unique challenges. With limited or no control over the management and governance of a business, minority owners can be unfairly left in the cold or squeezed out. However, deliberate preparation and negotiation at the initial stages of the business can set up minority owners with the necessary tools to eliminate or reduce many of these difficulties and even avoid future conflict.

Unlike businesses with a single controlling owner or several owners, a 50/50 business by its very nature is ripe for disagreement between its owners. Owners of a 50/50 business will need to proactively consider how to handle disagreements when setting up their business venture and drafting their operating agreement, shareholders agreement, or partnership agreement.

This post explains steps that Illinois LLCs and their majority members can take to protect otherwise privileged communications from disclosure to minority members in advance of and during litigation.

Business divorces are often messy. Those who individually or collectively control a private business sometimes seek to force out owners of non-controlling shares.