Oftentimes, business disputes are an inevitable part of running a business. MBM’s business attorneys will help you resolve your corporate conflict as painlessly as possible. We will guide you through even the most complex mediations, negotiations, amendments, separations, or dissolutions.

  • Voting Disputes including deadlocks
  • Relationship among co-owners deteriorate
  • Dissenting shareholder/member proceedings
  • Derivative Suits
  • Books and records proceedings (right to inspect/access)
  • Oppression or freeze out of minority owners
  • Co-owner departs and takes confidential information
  • Death
  • Dissociation
  • Capital calls
  • Misappropriation of funds/embezzlement

Preventative Solutions

  • Drafting Shareholder Agreements
  • Drafting Operating Agreements or Members’ Agreements
  • Drafting Partnership Agreements

Dispute Resolution & Litigation Services

  • Representing Majority Owners in Litigation
  • Representing Minority Owners in Litigation
  • Alternative Dispute Resolution – Representation

Attorneys can work with clients to explore and execute strategies and solutions that can eliminate the distraction, expense, and escalation of hostilities that inevitably accompany litigation. Attorneys can coordinate with qualified business and real estate appraisers in connection with buy-out negotiations and appraisal litigation.

INVOLUNTARY DISSOLUTION OF A CORPORATION OR BUSINESS

A judicial proceeding under the applicable statute to dissolve a corporation. In a deadlock situation, a shareholder or director may petition the court of common pleas to order the winding up and involuntary dissolution of the corporation or the appointment of a receiver where all of the following factors are present:

  1. The acts of the directors, or those in control of the corporation are illegal, oppressive or fraudulent and that it is beneficial to the interests of the shareholders that the corporation be wound up and dissolved;
  2. The corporate assets are being misapplied or wasted, and it is beneficial to the interests of the shareholders that the corporation be wound up and dissolved; or
  3. The directors are deadlocked in the direction of the management of the business and affairs of the corporation and the shareholders are unable to break the deadlock, such that irreparable injury to the corporation is being suffered or is threatened as a result.

Also, a corporation may be involuntarily dissolved upon the application of a creditor whose claim has been reduced to judgment if the claim has remained unsatisfied following execution efforts, and if the creditor establishes that the corporation is unable to discharge its liabilities in the regular course of business and is unable to afford reasonable security to those creditors who may deal with it. It must be understood, however, that involuntary dissolution of a corporation upon the application of a creditor is an extraordinary remedy.

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