Shareholder and Partnership Disputes

Private Company, Partnership Litigation, & Shareholder Disputes

The business litigation attorneys at Powers Taylor represent individuals and business entities in all types of private company litigation.  Our clients range from individual business owners, officers, shareholders, and directors, to partners in partnerships, members in limited liability companies, and various types of entities and organizations.  Our private company litigation is centered on business that are owned and operated in Texas, that are non-public, and are owned by private individuals or groups.  We represent clients in all phases of private entity disputes, from disputes among minority and majority owners, to presiding over small business and partnership breakups.

Private Company Disputes

Private company disputes usually revolve around disagreements between the owners of the business. Powers Taylor represents all sides in these disputes – individual minority owners, majority owners, and the companies themselves. Often, these types of business disputes involve defending and prosecuting claims that an officer or director breached his or her fiduciary duties to the company, engaged in actions of “self-dealing,” or misappropriated corporate opportunities.

Powers Taylor has extensive experience both defending and prosecuting many types of claims involving private companies and their owners. This experience includes both derivative and direct claims, claims of investor fraud and breach of fiduciary duty, and violations of both state and federal securities laws and regulations. In addition, our attorneys have litigated cases involving claims of minority shareholder oppression, allegations of fraudulent investment offerings, investment private placement memoranda, and subscription agreements, as well as claims of improper investment fund management, improper transfers of investment fund assets, and improper investment fund reporting. Further, Powers Taylor has effectively represented private company shareholders and business owners in litigation involving creditors seeking to “pierce the corporate veil” to reach the owner’s personal assets in satisfaction of a corporate debt.

Partnership Disputes

Power Taylor’s business litigation attorneys also have a wide range of experience representing partners and partnerships in all types of business disputes. Similar to private companies, in Texas partners owe each other and the partnership a fiduciary duty, which is one of the highest duties under the law. This fiduciary duty includes the duty of care, the duty of loyalty, the duty to provide or disclose information, and the duty of good faith. Each of these duties is defined in various statutory provision, which govern partnerships in Texas, as well as case law interpreting the scope of each duty.

Most disputes involving partnerships center around these fiduciary duties, and include disagreements between the partners over management of the partnership, claims that one partner improperly obtained benefits, whether it be money, business opportunities, or property, that belongs to the partnership, or claims that one partner is being improperly shut out of the business. Powers Taylor has experience representing partnerships, individual partners, and groups of partners in all aspects of partnership litigation in Texas. In addition, many times our clients request that we oversee the dissolution of a partnership to guard against litigation between the partners.

Limited Liability Company Disputes

Just like any other private company, the managers and managing members of limited liability companies in Texas have certain duties to the company. While these duties are not explicitly defined as “fiduciary” duties in the statutes that govern limited liability companies in Texas, numerous cases have interpreted the duties between managers and the company. The duties between a manager or managing member and the company include the duty of care as an agent of the company, a duty of loyalty, and potentially a more broad fiduciary duty. The growing trend in this area of the law is to treat limited liability managers and managing members similar to directors in a corporation or partners in a partnership and find that managers have the same duties of care, loyalty, and obedience.

Powers Taylor has experience navigating this complicated and ever changing area of the law in Texas. Our attorneys have represented members, managers, and limited liability companies in all types of disputes, including claims of breach of fiduciary duty, usurpation of company opportunities, and improperly obtained disbursements.

Public Company Securities Litigation

Powers Taylor’s Securities Litigation Practice is national in scope. Our securities attorneys regularly represent investors injured by corporate wrongdoing in state and federal courts across the country. In addition, the firm’s securities litigation attorneys and associated counsel have represented investors, officers and directors, and corporations before the Securities and Exchange Commission (SEC), the National Association of Securities Dealers (NASD), the Financial Industry Regulatory Authority (FINRA), and various arbitration tribunals.

The firm has significant experience representing individual investors, investment funds, and other shareholder groups in all types of complex shareholder disputes and securities litigation. This experience includes securities class action litigation, shareholder derivative suits, claims of investor fraud and breach of fiduciary duty, and violations of both state and federal securities laws and regulations. Because the securities attorneys at Powers Taylor have represented both individual shareholders and corporations in securities lawsuits, the firm brings a unique insight to securities litigation on behalf of shareholders uncommon in this field of practice.

Merger and Acquisition (M&A) Litigation
A cornerstone of Powers Taylor’s shareholder and securities litigation practice is the firm’s representation of shareholders of public companies in corporate merger and acquisition class actions, commonly known as M&A litigation. Powers Taylor represents individual investors, investment funds, and groups of investors across the country in litigation seeking to obtain a higher price per share for the investors, more in-depth disclosures of information surrounding the acquisition to enable investors to make a more educated decision whether to approve or disapprove the merger, or both.
Securities Fraud Class Actions

Unfortunately, fraud in reporting company information and financial health to shareholders is still a problem. While securities fraud is often difficult to detect, the effects can be devastating. Investors who purchased corporate shares at artificially inflated prices due to fraudulent information can suffer losses of thousands or millions of dollars when the fraud is revealed to the market. Powers Taylor represents investors in class action litigation involving all aspects of securities fraud in an attempt to recovery these losses for the investors.

Shareholder Derivative and Fiduciary Duty Litigation

In derivative shareholder litigation, the attorneys at Powers Taylor represent the shareholders of a corporation as a group in a lawsuit on behalf of the company against officers or directors for conduct that harmed the company. Whether it is a corporate merger, a management buyout, an act of gross corporate mismanagement, or other corporate malfeasance that results in improper devaluation of a class of securities, Powers Taylor aggressively pursues officers and directors of public companies in litigation on behalf of all investors.

At Powers Taylor we provide compassionate legal representation and a client centered approach. 
Contact our Dallas Law Firm today for a free consultation.



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