Description
Register for this course, an examination of formation, business operation, and dispute resolution considerations you must be aware of so that you can make your next business divorce a smooth one!
A business divorce can be clean, or it can be derailed by emotional baggage, rancor, and mistrust. Much like its matrimonial cousin, if a business divorce requires litigation, that litigation is very costly, often intensely contested, and may leave the business far less valuable. Regardless of how complex a business relationship is, parties and their counsel will be served better with the more sophisticated drafting, litigation, and mediation strategies you’ll learn during this comprehensive program.
During this 90-minute video presentation, our national panelists will examine the following topics through the formation, litigation, and dispute resolution lenses. The discussion will primarily focus on Delaware law but will also canvas the laws of other states to highlight important distinctions for those with multijurisdictional practices.
Jurisdictional and governing law considerations.
Drafting with interpretation and provision triggers in mind.
Issues frequently front and center in business divorces, including:
- Provisions governing fiduciary duties, business judgement, and the implied covenant of good faith and fair dealing;
- Information or inspection rights;
- Dissolution rights; and
- General control provisions.
Common separation provisions, drafting tips, and how those provisions play out in litigation or mediation, including:
- Buy/Sell and deadlock provisions;
- Advisory board dissolution options; and
- Buyout provisions.
Potential paths out of a business control fight, including:
- Mediation;
- Expedited judicial resolution of control litigation;
- Court-ordered dissolution based on deadlock;
- Judicial sale;
- Litigation seeking damages;
- Directly negotiated business resolutions; and
- Arbitration generally and the Delaware Rapid Arbitration Act
Threshold questions to address in framing your business divorce:
- Will the business continue under one party’s control or is the business itself separating?
- Do cost issues, such as a fee shifting provision, drive a particular outcome?
- To what extent will client emotions limit or create options?
- How will governing law and location influence deal negotiation?
- What role do the drafting counsel play in the divorce?
Papering a business divorce, including:
- An arbitrator/mediator’s role in memorializing dissolution and term sheet details;
- Mechanisms for resolving future disputes; and
- Minimizing emotional distraction.
After attending this course, you’ll be better prepared to settle your clients’ business divorces or avoid them altogether!