The Fiduciary and Shareholder Dispute practice at Polsinelli has meaningful experience in handling and resolving disputes involving companies, shareholders, directors, managers, members, partners, trustees, and others. Team members have represented individuals and entities at the outset of adversarial developments regarding the governance of the company through litigation, including derivative actions and claims for breach of fiduciary duty and minority oppression.

Disputes frequently involve defending and prosecuting claims of self-dealing or usurpation of corporate opportunities and often require extensive forensic analysis of accounting and IT systems. Disputes of this nature often involve family or closely held businesses and long-time employees of companies that have some ownership; however, larger or publicly traded companies are not immune. While often starting as a simple dispute over a section of a by-law or shareholder agreement or the failure to follow an operating agreement (or even draft and execute one), once the situation becomes adversarial all bets are off and the future of the company is at stake.

Unlike other areas of litigation, “business divorces” are complicated by the ongoing nature of the corporate governance under applicable company documents and state statutes. This complication creates opportunities as the adversarial matter is not just being handled in the courtroom. There are significant opportunities to impact the litigation from the board room, and team members understand how to use the board room in a manner to create strategic opportunities in the litigation, while also using the litigation to create strategic opportunities in the board room.

Fiduciary and shareholder disputes require a unique blend of corporate law knowledge and litigation experience. Polsinelli has this experience and uses it to navigate these disputes. With the future of the company often at stake, we have the knowledge,experience and business-based strategies to achieve the objective of the client as efficiently as possible.
Matter Name: Douglas Caton v. Westport Pools Inc, Cause No. 2105CC-04607, Circuit Court for the County of St. Louis
Client Name: Westport Pools, Inc.
Outcome/Result: Defendant's verdict on Plaintiff's claim and obtained judgment against Plaintiff on counterclaims
Summary: Defended company Westport Pools, Inc. against breach of fiduciary duty, conversion, breach of contract and unjust enrichment claims by former officer and shareholder of company that sought in excess of $3 million in damages. Defendant’s verdict obtained after five day jury trial (in addition to verdict against Plaintiff for counterclaims).

Matter Name: Hibbs v. Berger et al., 10JE-CC51 Jefferson County Circuit Court 2013)
Client Name: Wood Nuts, Inc. and Brian Berger
Outcome/Result: Obtained summary judgment in favor of Defendants
Date of Completion: 2013
Summary: Summary judgment granted in favor of defendants Wood Nuts, Inc. and Brian Berger on claims by former employee of Tavern Creed Door Company LLC for piercing the corporate veil, breach of fiduciary duty, tortious interference and conspiracy client.

Matter Name: Size 14 Hat, LLC v. Three Pigs BBQ, LLC, Case No. 1122-CC255, City of St. Louis, Missouri

Client Name: Defendants Three Pigs BBQ, LLC and Mike Emerson
Outcome/Result: Favorable confidential settlement with Three Pigs becoming sole owners of Pappy's Smokehouse, LLC
Date of Completion: 2013
Summary: Represented defendants (operating manager Mike Emerson, and 50-percent member of Pappy’s Smokehouse, LLC) in claim for breach of fiduciary duty in derivative and direct claims for breach of fiduciary duty by other 50-percent member of the limited liability company. Successfully opposed injunctive relief before pursuing counterclaims and third party claims, followed by successfully causing receiver to be appointed and ultimately in a favorable settlement.

Matter Name: Mangiallardo v. Western Addition, LLC et al., Cause No. 09-SLCC4187, St. Louis County, Missouri and Marsden v. Western Addition, LLC et al., Case No 1022-CC2747, City of St. Louis, Missouri
Client Name: Western Addition, LLC, Chris Sommers, and Frank Uible
Outcome/Result: Favorable confidential settlement and dismissal with prejudice
Date of Completion: 2011
Summary: Represented owner and defendants in separate claims by two individuals that claimed an ownership interest in Pi Pizzeria, resulting in favorable confidential settlement in the first action and joint dismissal with prejudice in the second action with no payments. Clients were Western Addition, LLC, and Chris Sommers.

Matter Name: Chalmers v. Gray et al., 3:09-cv-00232-TLS-CAN (N.D. Ind. 2010)
Client Name: Albert Chalmers
Outcome/Result: Favorable confidential settlement
Date of Completion: 2011
Summary: Represented minority shareholder and member as Plaintiff in derivative claims against other shareholder and member in breach of fiduciary action before reaching favorable settlement.

Matter Name: Griswold v. Anderson, 07-MR-CV517, Marion County, Missouri.
Client Name: Arthur Griswold
Outcome/Result: Favorable confidential settlement
Date of Completion: 2009
Summary: Represented two members (with combined 50% ownership) in limited liability against other 50% member in derivative and direct action for breach of fiduciary duty, oppression of minority members, review of company records, accounting, breach of duty of loyalty, civil conspiracy, and money had and received resulting in favorable confidential settlement.


eAlerts Updates
New Delaware Decision Strikes Bylaw Empowering Stockholders to Remove Officers
August 21, 2015
eAlerts Updates
Breaking: Chancery Court Issues Decision on Claims Against Independent Directors in Controlling Stockholder Transactions
September 11, 2014