November 2016

Challenging a Split

Vanessa Tiradentes, a member of Gould & Ratner’s Litigation Practice, contributed a chapter in the book, Litigating the Business Divorce.  Her chapter focused on challenging a stock split in the business divorce context.  Among other issues, the chapter discusses various manners and methods by which a minority owner may challenge a split, as well as the various forms of relief that may be available.

Litigating the Business Divorce, written by more than 15 contributors who are authorities in the field, covers all aspects of business divorce, including:

  • Pre-suit considerations, such as where to file suit, which state’s law will apply, and the methods available for obtaining information about privately held business entities;
  • Effectuating a split using dissolution in its various forms, both voluntary and involuntary, as well as other methods like dissociation, freeze-out mergers and reverse stock splits, available in certain states and with certain entities;
  • Possible ways to challenge an effort to split a business;
  • Common claims in business divorce cases, such as breach of fiduciary duties, misappropriation of trade secrets, minority oppression, claims under buy-sell agreements, and breach of non-compete and other similar agreements;
  • An entire chapter devoted to common damages and valuation issues, as well as some of the less common issues; and
  • Coverage of “pre-nuptial” protective measures intended to deter litigation by agreeing in advance on issues such as dissolution upon specified events, breaking deadlocks in management, covenants not to compete, and buy-sell agreements.

The book is available for purchase here.