Resolving Partnership And Shareholder Disputes
At Slinde Nelson, we understand firsthand the negative effects a shareholder or partnership dispute can have on your bottom line. Our legal team represents clients in business law and has experience as business leaders.
Beyond the practice of law, our business lawyers founded, managed, nurtured, grew, bought, sold and invested in businesses of their own. Given that experience, we know what you want, need and expect from your attorney. More importantly, we know how to deliver it.
Offering Cutting-Edge Solutions
Our firm’s legal roots trace back to 2001. This is when we first envisioned delivering legal services on par with the high-caliber solutions expected from in-house counsel. This focus remains our commitment. We offer cutting-edge legal services to entrepreneurs, franchisers, and small to medium-sized businesses.
Pursuing Favorable Resolutions In Business Law
The attorneys at our firm represent hundreds of business clients. Every client has unique needs, but we remain consistent in our approach. We strike smart, fast, and maintain the offensive advantage for clients facing damaging shareholder and partnership disputes, including:
- Violation of contract obligations
- Fraud allegations
- Defamation allegations
- Business succession disputes
- Infringement of partnership agreements
- Violation of noncompete agreements and nondisclosure agreements
- Breach of fiduciary duty concerns
The business law attorneys at our firm identify opportunities to reach favorable results through mediation, arbitration or trial. We seek to minimize our clients’ exposure to financial or legal implications, while pursuing a resolution as quickly as possible. When appropriate, we look for opportunities to resolve disputes through simply re-drafting complex contracts with clear language. Our skilled negotiation skills often help us preserve our clients’ needs without adding more fuel to the fire.
Shareholder Oppression Allegations
Not all shareholders retain the same level of authority in a business. Often, the control is designated to only a few shareholders who own a majority interest. This leaves shareholders with a smaller ownership stake, called minority shareholders, with little to no authority regarding business operations.
While this imbalance is fairly typical and usually functions without issues, some majority shareholders use their power to take advantage of or oppress minority shareholders.
Are Minority Shareholders Being Treated Fairly?
Oppressive actions against shareholders can include:
- Failing to distribute dividends
- Denying rights to inspect corporate records
- Selling off company assets
- Diluting the value of shares
- Reducing profits
These actions leave minority shareholders with few options and often result in a forced sale of their ownership stock at a significantly reduced price.
What Does The Law Say About Dissenters’ Rights?
Even if minority shareholders are not considered “oppressed” under Oregon case law, a shareholder still maintains a right to object to certain decisions made by the majority. For example, under the Oregon corporate statute, a shareholder may object to a merger, plan of exchange, sale, amendment to the formation articles or any other action requiring shareholder approval.
Once a shareholder objects, that objecting shareholder has a right to a “fair value” buyout of their shares should the action proceed despite the objection. While it seems straightforward, the case law defining “fair value” is complex and evolving. In certain cases, the battle over what exactly is “fair value” can lead to a lengthy and drawn-out debate that centers on the applicability of minority and marketability discounts.
Remedies And Derivative Lawsuits Under Oregon Corporate Law
Minority shareholders can take a stand against oppressive actions. If you are facing oppression by majority shareholders or simply wish to sell your minority shares, speak with our lawyers.
Unfortunately, we can’t give representation to everyone who asks us for it, but we are ready to evaluate your case and offer recommendations about your next steps, whether you retain our services or not. We serve clients in both Oregon and Washington from offices in Portland, Oregon.