More business owners are coming to grips with the fact that  they have business partners who fail to perform in the best of times. In other cases, one or more partners may be stubborn, disruptive or an obstacle to growth and progress. With the current financial difficulties, such business arrangements make less sense than ever. Our attorneys help clients develop a business and legal strategy for surviving uncertain times. We negotiate and implement partner or shareholder buyouts, then restructure partnership and corporate ownership and management to ensure the continued success of the business.

RULES & PROCEDURES IN SHAREHOLDER BUY-OUTS

We help our clients navigate through the maze of rules contained in a partnership agreement, articles of incorporation or certificate of formation, as well as any by-laws, operating agreement, and shareholder or buy-sell agreement, in addition to any relevant Federal or Texas laws and regulations. We understand that any buy-out must comply with the specific procedures contained in these governing documents. Our attorneys counsel clients involved in a negotiated buy-out to avoid the risk of litigation related to breach of fiduciary duties, oppression of minority shareholders, breach of covenants not to compete or usurpation of corporate opportunities. 

FAMILY AND CLOSELY-HELD BUSINESSES

We understand that small to mid-sized businesses are often started and operated by family members and close friends. Our attorneys appreciate the personal and family sensitivities of dissolving or restructuring family businesses or closely-held companies. Where possible we negotiate the sale, purchase or redemption of partnership or shareholder interests. In addition, our tax attorneys advise clients on the federal tax consequences of a buy-out, sale or redemption.

At the end of the process, our goal is often an amicable, negotiated sale or purchase of partnership or shareholder interests and a mutual release and settlement of all claims. However, our veteran trial attorneys are ready to defend the rights and interests of our clients and exercise all of their legal remedies to preserve our clients hard earned assets.

DISSOLUTIONS

When partnership or shareholder disputes or disagreements threaten the survival of a business, it may be appropriate to wind-up and dissolve the business. We advise clients on the legal and tax issues related to corporate dissolutions, as well as issues related to satisfying outstanding debts, and partitioning or distributing company real estate or personal property assets to partners or shareholders. In addition, our mergers & acquisition attorneys can help the owners of a dissolving or distressed company sell the assets of the company.

CONTACT US

To speak to an attorney about a shareholder or partnership dispute or a potential partner or shareholder buyout, please contact us here, or call 713.650.9700.

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