Corporate Governance

Waymaker is well-versed in corporate governance disputes. Whether a dispute involves a large, publicly traded company, a deadlocked closely held startup, or a corporate divorce in a family partnership, we have the experience and skills to solve a wide range of problems.

We have represented all sides in corporate governance disputes. It has advised management and defended against minority shareholder disputes brought against large companies. It has represented minority shareholders in proxy fights over publicly traded firms, and has brought and defended complicated shareholder derivative suits, where a sophisticated understanding of intricate filing requirements and pre-filing formalities can bring about an early life or death to a dispute. Additionally, it has handled deadlocked close corporations and partnerships on the brink of dissolving and has represented clients in Special Litigation Committee proceedings.

When issues of control and shareholder rights arise, a keen understanding of corporate governance law and an ear tuned to the ever-particular facts of the situation at hand are paramount. Like no other dispute, a corporate governance dispute requires intense initial analysis, including a thorough review of any applicable corporate history, from founding to the present dispute. Understanding the problem from all angles and assessing every possible outcome at the outset are essential to avoiding mistakes and missteps. Creative solutions and opportunities arise at all stages of a corporate governance dispute, and it is important to hire counsel who can find out what matters most and formulate creative solutions for each moment. Circumstances change quickly, allegiances shift, and new problems emerge. A dynamic approach is critical. This is where we excel.

Representative Engagements:

• 678 USA, Inc. v. 678 Corporation
  Assisted a 50 percent shareholder in a successful chain of Korean barbeque restaurants acquire 100 percent ownership, after another shareholder petitioned for an involuntary corporate dissolution. Based on California Corporations Code section 2000, we successfully stayed the dissolution proceedings and set an appraisal of the corporation. The petitioning shareholders then agreed to sell their interests at a price acceptable to the firm’s client.

• Deak, et al. v. The Safe Cig, et al.
  Represented locked out founding members of a closely-held California business in a dispute over ownership and control of an electronic cigarette corporation. We obtained an interim order appointing a Special Litigation Committee to independently review the claims made by the founding members against purported current management and leveraged this order and the Special Litigation Committee procedure to obtain a favorable confidential buyout of the founding members’ interests.

• Pope v. Summit Pain Alliance, Inc. et al, Case No. SCV-261060
  Waymaker was hired the day after a founding partner of a California medical partnership was locked out overnight from the partnership and clinic. Within a few days, we sought and obtained a Temporary Restraining Order that restored access to the ousted partner, and later succeeded in obtaining a further order restoring the ousted partner’s access to key financial information after a one-day contempt trial.