Partnership, Shareholder, LLC Disputes

Carmen and members of his firm have successfully represented both majority and minority business ownership interests. Carmen has also represented law firm partners in law firm dissolutions and withdrawals of partners as well as owners of closely held companies on succession planning He achieved successful results in the following matters:

• A shareholder derivative lawsuit alleging corporate officer liability for malfeasance in their management of an Ohio manufacturing company. Carmen achieved a favorable settlement without the need to file the complaint in court.
• Defense of the majority shareholders of a privately held company against “freeze out” allegations brought by a minority shareholder.
• Representation of a minority shareholder in bringing a “freeze out” and “waste” claim against the majority shareholders.
• Settlement of a shareholder’s derivative claim against a manufacturing company’s board members for breach of fiduciary duty, overcoming defenses based on the business judgment rule.
• Defeat of a lost-profit damages claim brought by a minority shareholder, a doctor, in a medical testing firm against the majority shareholders, who were accused of usurping corporate opportunities for themselves.
• Representation of a minority shareholder’s claim that the board of a privately held franchising company was in breach of its fiduciary duties by failing to sell several company-owned retail outlets or otherwise failing to maximize shareholder profits.
• Defense of franchisees from a claim by the former majority shareholder of the franchisor that the former CFO had conspired to drive him out of his company.