Company Loyalty and Business Break-up Disputes

In today’s business world, loyalty has declined. People regularly move from one business to another. Key employees leave for what they believe will be greener pastures. In closely held companies, long-time partners often find that their interests, goals and objectives change over time. They may have conflicting ideas about how they want to run their businesses, how much time and effort they want to devote to their businesses, what they want to get out of their businesses or how they want to plan for succession in their businesses, including whether to hand the business down to children and future generations or otherwise involve family members in the business.

Strauss & Malk LLP litigation attorneys regularly advise companies and individuals in these situations and litigate claims that arise from these situations. We counsel companies and individuals concerning permitted conduct and conduct which may give rise to a claim, when an individual is considering leaving or actually departs a company as an officer, director, shareholder, partner, member or key employee. We advise business owners and managers as to how to best protect the company against such departures. We also prepare and consult with clients concerning shareholder agreements, partnership agreements, employment agreements and benefits programs that address these issues. Finally, we handle the litigation of these issues when they arise.

Some of the actual cases and disputes in which we have represented clients are generally described below.

  • Prevailed at trial on behalf of an individual sued by his former employer after he left his employment to work for a competitor. The client had been sued for breach of non-competition and confidentiality provisions of an employment agreement, breach of fiduciary duties and misappropriation of trade secrets.
  • Successful representation of an employer in litigation where two key employees set up a competing company and solicited business for their new company while still employed by our client. The former employees were barred from soliciting business from our client’s customers for a period of two years.
  • Prevailed in arbitration on behalf of two one-third owners of a closely held business against claims brought by the other one-third owner for breach of an employment agreement, breach of fiduciary duties, fraud, corporate oppression and waste.
  • Successful representation of a family that owned one-third of a closely held business against the company and other family members who owned the other two-thirds of the business for fraud, corporate oppression, waste and freeze-out. The clients eventually received tens of millions of dollars from the company for their stock in the company as the “fair value” of their stock.
  • Successful representation of an individual who owned 50% of a closely held business in an action asserting dissenter’s rights, fraud, corporate oppression, waste and freeze-out. The client eventually was paid the fair value of his stock and indemnified by the company against any future actions against him by third parties.
  • Successful representation of a bank holding company in a dissenter’s rights action filed by minority shareholders opposed to a squeeze-out merger in which their shares were purchased by the holding company at a price lower than that which the effected shareholders claimed was fair. The court upheld the purchase price.

We welcome you to contact Strauss & Malk LLP about our litigation practice. We are mainly based in Northbrook, Illinois, but also have offices in Lake Forest and Chicago.