| Anyone who has ever served as an officer or director of a corporation, or who has been a partner in a partnership,
knows that disputes between the principles of a company or partnership are all too frequent.
Officers, directors and
partners have legally enforceable obligations of due care, loyalty and honesty. When these fiduciary duties are breached,
litigation often follows. Murphy Rosen & Meylan lawyers regularly prosecute or defend such claims on behalf of officers,
directors and partners in disputes arising from diverse business settings. Firm attorneys have successfully handled
litigation involving disputes over control of corporations, minority shareholder claims, corporate mismanagement,
dissipation of assets, and corporate and partnership dissolutions.
This area of the law is particularly intriguing because of the range of options available to the parties. Our lawyers have
extensive knowledge and experience in this realm, and they work hand in hand with the client to devise and execute a strategy
that best fits the particular circumstances of the case. We have been successful in securing, either through trial or
settlement, such varied remedies as actual dissolution, structured buy-outs, "put" options, and, most frequently, money damages.
In addition, we are often consulted when potential corporate or partnership disputes appear on the horizon. Our experienced
attorneys have been able to provide consultation and creative strategies to prevent the dispute from becoming a litigated matter.
Some of the cases our lawyers are handling or have handled include:
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We recently obtained a defense verdict in a securities class action case against the directors
and preferred shareholders of a publicly traded company in which plaintiffs alleged that defendants
breached their fiduciary duties by selling the company's assets and distributing
the proceeds to the preferred shareholders, leaving nothing for the common.
After a four week bench trial, the Court ruled that defendants did not breach their duties
and that the transaction was fair to the common shareholders. |
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We currently are defending the former President of a company formed to develop and market an interactive
television software program. The lawsuit alleges theft of trade secrets, breach of fiduciary duty and
breach of contract arising from the former President's resignation from the company and ultimate employment
with a company developing a competing technology. |
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In a dispute that is drawing wide attention in the legal profession, we currently represent a now-dissolved law
firm against another law firm in a suit that is testing the extent to which law partners owe a fiduciary duty
to one another when they move to a new law firm taking a large book of business with them. The case involves
cutting-edge issues of breach of fiduciary duty and has already resulted in a precedent-setting decision by
the Court of Appeal. |
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We represent or have represented dozens of clients on issues relating to law firm dissolution and withdrawal
issues and our lawyers periodically lecture on related topics, most recently before the Los Angeles County
Bar Association regarding fiduciary duties of departing law partners. |
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We represented a partner in a partnership created to sell patriotic merchandise on the Internet, and
which became the first website to sell the "Iraqi Most Wanted" playing cards. The lawsuit concerned
distribution of partnership profits. After aggressively litigating the case, we were able to obtain
a favorable settlement on behalf of our client. |
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Our lawyers also represented the founder and CEO of one of the nation's largest automobile brokers in
an action involving a hostile takeover by the minority and preferred shareholders. After successfully
defending against a temporary restraining order and preliminary injunction, we obtained a favorable
settlement for our client. |
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