Powers Taylor has significant experience representing individual investors, partners, limited liability company members, investment funds, companies, partnerships, special committees, executive officers, and board of director members in all types of private company and partnership disputes.
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.
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.