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Resolving Shareholder Disputes (Series: Common Commercial Conflicts)

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When business owners come to the point where they simply can’t see eye to eye, success can become unfeasible. Disputes between business owners can arise from any number of issues and have varying impacts on the actual business, ranging from simple distraction to total dissolution. Depending on the business and circumstance, the means for resolution may or may not be provided for in the relevant by-laws or shareholder agreement. In this webinar, the expert panel discusses different types of shareholder disputes and corresponding remedies, including alternative dispute resolution, buy-sell agreement provisions, and share valuation considerations.

To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/resolving-shareholder-disputes-2019/

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Resolving Shareholder Disputes (Series: Common Commercial Conflicts)

  1. 1. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe Insert the cover image for this webinar on this slide entirely 1
  2. 2. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe Practical and entertaining education for attorneys, accountants, business owners and executives, and investors. 2
  3. 3. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe Thank You To Our Sponsor
  4. 4. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe MEET THE FACULTY Moderator: Leland Chait – Leland Chait Esq. Panelists: Shawn Fox – Sikich LLP Rebecca Hume – Kobre & Kim LLP Mitch Cohen – Bronswick Benjamin 4
  5. 5. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe ABOUT THIS WEBINAR: Resolving Shareholder Disputes When business owners come to the point where they simply can’t see eye to eye, success can become unfeasible. Disputes between business owners can arise from any number of issues and have varying impacts on the actual business, ranging from simple distraction to total dissolution. Depending on the business and circumstance, the means for resolution may or may not be provided for in the relevant by-laws or shareholder agreement. In this webinar, the expert panel discusses different types of shareholder disputes and corresponding remedies, including alternative dispute resolution, buy-sell agreement provisions, and share valuation considerations. 5
  6. 6. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe ABOUT THIS SERIES: Common Commercial Conflicts This webinar series focuses on the legal and financial realities that accompany unanticipated adverse events, soured business relationships, and failing organizations. Whether you are a general litigator, business owner, aspiring shareholder, or insurance claims analyst, this webinar series will help you to understand and prioritize key concepts associated with business breakups, shareholder disputes, claims for lost profits, and bankruptcy avoidance actions. 6
  7. 7. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe EPISODES IN THIS SERIES 2/05/19 Episode #1: Common Issues and Strategies in Business Breakups 2/26/19 Episode #2: Nuts & Bolts of Lost Profit Cases 3/26/19 Episode #3: Resolving Shareholder Disputes 4/23/19 Episode #4: Defending Against Bankruptcy Avoidance Actions 7 Dates shown are premiere dates. All webinars will be available On Demand approximately 4 weeks after they premiere.
  8. 8. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe Episode #3: Resolving Shareholder Disputes 8
  9. 9. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe REASONS FOR SHAREHOLDER DISPUTES ⚫ Breach of Fiduciary Duty ➔ A breach of duty occurs when one person or company has a duty of care toward another person or company, but fails to live up to that standard. A person may be liable for negligence in a personal injury case if his breach of duty caused another person’s injuries. ⚫ Breach of Contract ➔ A breach of contract is a failure to perform the terms of a contract to the extent that it renders the agreement "irreparably broken" and defeats the purpose of making the contract in the first place. The breach must go to the very root of the agreement between the parties. 9
  10. 10. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe REASONS FOR SHAREHOLDER DISPUTES (cont'd) ⚫ Fraud ➔ An intentional misrepresentation of material existing fact made by one person to another with knowledge of its falsity and for the purpose of inducing the other person to act, and upon which the other person relies with resulting injury or damage. ⚫ Self-dealing ➔ The conduct of an officer, trustee, an attorney, or other fiduciary that consists of taking advantage of his or her position in a transaction and acting for his or her own interests rather than for the interests of the shareholders of the company, or his or her clients. 1 0
  11. 11. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe REASONS FOR SHAREHOLDER DISPUTES (cont'd) ⚫ Perceived Inequity (including compensation, duties) ➔ A perception that compensations, responsibilities or dedication/involvement in the business is not equal, which may cause discord among the shareholders. ⚫ Conflict of Interest ➔ A term used to describe the situation in which a public official or fiduciary who, c ontrary to the obligation and absolute duty to act for the benefit of the public or a designated individual, exploits the relationshi p for personal benefit, typically pecuniary. 1 1
  12. 12. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe REASONS FOR SHAREHOLDER DISPUTES (cont'd) ⚫ Financial ➔ The company may be struggling financially or growing exponentially, which cause distress and discord among shareholders. ⚫ Operational or Managerial {direction or growth (or lack) of the business} ➔ Shareholders may disagree on vision or direction of the company. ⚫ Differing Personalities ➔ Shareholders may not have personalities that work well together. One shareholder may have a stronger (or weaker) personality than another, which causes disagreement and imbalance among the owners. 1 2
  13. 13. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe REASONS FOR SHAREHOLDER DISPUTES: A UK AND OFFSHORE PERSPECTIVE (cont’d) • Concentration of power and control in voting majorities and directors creates scope for abuse and leads to: • Directors acting ultra vires or in breach of their duties in particular fiduciary duty and duty not to make a secret profit or put him/herself into a position where his/her interests conflicts with duty owed to the company. • Failure to effectively concentrate power and control leading to practical deadlock – common in joint ventures
  14. 14. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe MAJORITY CONTROL ⚫ Can lead to claims of: ➔ Oppression ➔ Self-dealing, misappropriation ⚫ Risks of conventional corporate law norms ➔ Centralized control in board ➔ Majority control in voting directors ➔ May take actions detrimental to minority 1 4
  15. 15. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe SHAREHOLDER OPPRESSION ⚫ Squeeze-out or freeze outs ➔ Exclusion from profits ➔ Lack of dividend policy or declaration ➔ Lack of profitability due to excessive director fees, officers’ compensation, bonuses ⚫ Terminating employment ➔ Involuntary removal from director or officer position ➔ Diminish voting powers ➔ Deny access to information or documents 1 5
  16. 16. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe SHAREHOLDER CLAIMS: UK & OFFSHORE PERSPECTIVE • Personal claims: right to enforce rights under articles (by-laws); right to object to improper alteration of articles; right to bring an action to prevent a proposed ultra vires transaction i.e one outside the power of the company or its directors; and enforcement of contractual rights under a shareholders agreement. • Claim belonging to the Company: where the wrongdoers are in control and the wrongdoing amounts to an equitable fraud shareholders may be able to bring a claim in the name of the company – a derivative action.
  17. 17. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe SHAREHOLDER CLAIMS: UK & OFFSHORE PERSPECTIVE (Cont’d) • Section 994 Petition (UK only); “unfair prejudice” petition where company property has been misapplied or there is mismanagement or a failure to pay reasonable dividends or an improper allotment of shares and rights issues. • Just & Equitable Winding Up: presentation of a winding up petition on the just and equitable basis where the relationship has hit rock bottom, e.g. minority shareholder has been excluded from management, majority have consistently ignored the rights of the minority, or directors have awarded themselves excessive remuneration or a JVD where there is deadlock and no decisions can be made. • In both cases relief that can be granted is very wide - includes purchase of complainant’s shares by the wrongdoer.
  18. 18. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe RESOLVING SHAREHOLDER DISPUTES ⚫ Mediation ⚫ Arbitration ⚫ Litigation ⚫ Alternative Remedies 1 8
  19. 19. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe MEDIATION ⚫ Settlement discussions guided by expert. ⚫ Pros and Cons: ➔ Vary depending on jurisdiction ➔ Third-party mediator may be more experienced in particular matter more than judge ➔ May maintain relationship between parties ➔ Cost ➔ Time ➔ Outcome is not enforceable except if reduced to agreement ➔ Mediator does not render a decision of any kind 1 9
  20. 20. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe ARBITRATION ⚫ Adversarial mechanism where dispute decided by third part(ies). ⚫ Pros and Cons: ➔ Third-party arbitrator may have more experience than a judge in particular matter ➔ Decision is binding between parties and enforceable (if reduced to judgment in court) ➔ Cost/time benefit ➔ Procedures what parties agree to – streamlined procedures (less due process) – less fairness v. cost and time savings ➔ Decision may be “unfair” to one party ➔ Decision may not be appealed 2 0
  21. 21. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe ARBITRATION: OFFSHORE PERSPECTIVE • Most disputes in the Cayman Islands and BVI are international so governed by the ICC Rules of Arbitration and the seat of the arbitration is NY, London or elsewhere. • However, where there are allegations of numerous serious breaches of contract and statutory duties giving rise to a justifiable loss of trust and confidence shareholders can pursue a just and equitable petition notwithstanding an arbitration clause.
  22. 22. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe LITITGATION ⚫ Formal Dispute Resolution Process ⚫ Pros and Cons: ➔ Enforceable ➔ Due Process = fairness to all ➔ Seeks the most equitable outcome ➔ Decision may be appealed ➔ Time consuming process ➔ Public -- May damage goodwill and image of company 2 2
  23. 23. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe ALTERNATIVE MECHANISMS ⚫ Compel buy-out ⚫ Appoint provisional directors ⚫ Appoint custodian ⚫ Other equitable remedies ⚫ Dissolution rare 2 3
  24. 24. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe THINKING AHEAD: DEALING WITH POTENTIAL FRICTION WITH CONTRACT TERMS ⚫ Contractual agreements when times are good and easy: ➔ Incorporation Agreements ➔ Operating Agreements ➔ Buy-Sell Agreements ➔ Shareholder Agreements ➔ Partnership Agreements 2 4
  25. 25. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe THINKING AHEAD – PROPHYLACTIC CONTRACTUAL TERMS (cont'd) ⚫ Contract terms addressing: ➔ Death ➔ Divorce ➔ Disability ➔ Shareholder Dissention ➔ Corporate Dissolution ➔ Shareholder Retirement ➔ Bankruptcy ➔ Decline of Market 2 5
  26. 26. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe THINKING AHEAD – PROPHYLACTIC CONTRACTUAL TERMS (cont'd) ⚫ Anti-squeeze-outs provisions: ➔ Non-competes ➔ Employment contracts ➔ Breach of duty provisions ➔ Dividend triggers ➔ Supermajority provisions ➔ Provision that commits board to specific course of action 2 6
  27. 27. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe THINKING AHEAD – PROPHYLACTIC CONTRACTUAL TERMS (cont'd) ⚫ Sufficient funding vehicles where appropriate ➔ Life insurance ➔ Key man ➔ Disability ➔ Other quickly liquid asset ⚫ Arbitration provision (or absence of provision) ⚫ Venue and choice of law clauses 2 7
  28. 28. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe STANDARDS OF VALUE ⚫ Fair Market Value ➔ The price at which an asset would change hands between a willing buyer and a willing seller when the former is not under any compulsion to buy and the latter is not under any compulsion to sell, both parties are able, as well as willing, to trade and are well informed about the asset and the market for that asset. ⚫ Fair Value ➔ “The amount for which an asset could be exchanged between knowledgeable, willing parties in an arm’s-length transaction” in the International Valuation Standards, 2007, p. 88 by the International Valuation Standards Council. The International Financial Reporting Standards (IFRS) uses this same definition. 2 8
  29. 29. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe STANDARDS OF VALUE (cont'd) ⚫ Book Value ➔ Essentially, the company’s net assets less its net liabilities, as stated on the company’s financial statements. ⚫ “Value” ➔ A generic term sometimes used in buy-sell agreements or shareholder agreements that is meant to describe a standard of value to be applied. The meaning may or may not be clear in definition or description for a valuation analyst to understand its application. May be a term to describe an agreement’s stated formula for valuing shares. Sometimes the word “Value” is meant to describe terms such as Fair Market Value, Fair Value or Book Value. 2 9
  30. 30. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe VALUATION APPROACHES & METHODS ⚫ Income Approach (going concern) ➔ Discounted Cash Flow (DCF) Method ➔ Capitalization of Earnings Method ⚫ Asset Approach (ex. holding company or unprofitable company) ➔ Adjusted Book Value Method ➔ Excess Earnings Method (hybrid income/asset approach) ➔ Market Approach (sometimes used as a sanity check) ➔ Market Transaction Method (private transactions) ➔ Guideline Publicly-Traded Company Method (public transactions) 3 0
  31. 31. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe WHY A VALUATION IS ESSENTIAL ⚫ Objective, third-party opinion ⚫ Based on recognized valuation theory and methodology ⚫ Considers whether valuation discounts or premiums are available 3 1
  32. 32. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe WRITTEN AGREEMENTS ⚫ Funded, reasonable vehicle for transfer of ownership and wealth ⚫ Specified date of trigger, “as of” date ⚫ Valuation formulas that may materially distort the value of the subject equity interest ⚫ Consult with an experienced valuation professional to construct the Agreement to ensure all issues are addressed ⚫ Update Agreement with advisors and shareholders to ensure 3 2
  33. 33. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe ABOUT THE FACULTY 3 3
  34. 34. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe LELAND CHAIT – lelandchait@gmail.com Leland Chait helps his clients solve problems and protect their interests, including through efficiently and effectively prosecuting and defending claims and lawsuits for clients in the insurance and managed care industries, and in handling business disputes for small to medium-sized businesses. Lee has a record of success in trying to judgment or other dispositive outcome trial, arbitrations and motions for temporary restraining orders and for preliminary and permanent injunctive relief. Lee has been named a “Leading Lawyer” from 2013-2017, and received other, similar distinctions. 3 4
  35. 35. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe REBECCA HUME – rebecca.hume@kobrekim.ky Rebecca Hume focuses her practice on international judgment enforcement and asset recovery, complex commercial litigation and insolvency litigation in various offshore jurisdictions. Her extensive practices covers both the onshore and offshore regions, particularly the Cayman Islands and the U.K., where she advises clients in disputes involving private equity and investment funds. She also regularly advises shareholders and stakeholders in solvent and insolvent liquidations in the various offshore jurisdictions. 3 5
  36. 36. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe SHAWN FOX – shawn.fox@sikich.com Effective as of January 1, 2019, Shawn Fox was promoted to the national managing director of Sikich’s forensic and valuation services practice. He is based in the Chicago office. He has 22 years of experience providing fraud and forensic accounting, dispute advisory, and valuation services to the business and legal community involved in high profile disputes and investigations. With significant experience in the preparation of expert reports, Shawn assists clients in all phases of complex litigation, including case assessments, discovery, document review, damages analysis, complex modeling, and demonstrative exhibits. He has testified in almost 50 different cases at deposition, trial, and arbitration as an expert witness and has served as a court-appointed receiver. Shawn has been qualified as an expert witness in federal district and bankruptcy courts and state courts across the U.S. Shawn is also retained as a consultant to quantify the potential damages or exposures in disputed matters. Shawn directs forensic investigations and analysis across a wide range of areas, including high-stakes litigation, complex damages, lost profits, unjust enrichment, economic damages, diminution of value, reasonable royalty, intellectual property infringement, bad faith, breach of contract, breach of fiduciary duty, misappropriation of trade secrets, tortious interference, securities, fraud, purchase price disputes/post-acquisition disputes, class action, and bankruptcy litigation, as well as valuation and insurance claims recoveries. 3 6
  37. 37. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe MITCHELL M. COHEN – MCohen@bronswick.com Mitchell M. Cohen is a Certified Public Accountant (CPA), a Certified Fraud Examiner (CFE) a Forensic Certified Public Accountant (FCPA) and a Certified Forensic Litigation Consultant (CFLC) with over 28 years of accounting and tax experience. Mr. Cohen is a Partner with Bronswick Benjamin P.C. a public accounting firm in Chicago, Illinois and has been with the firm since November 2018. Mr. Cohen’s expertise includes offering expert guidance in many areas such as strategic business planning, financial negotiation, accounting system design, personal and corporate tax planning, IRS audits, financial statement compilations, review and audits in the areas of for-profit, governmental and not- for-profit entities, manufacturing, distribution, interior design, catering companies and restaurants among many types of closely held businesses. Mr. Cohen has also conducted numerous forensic investigations in the areas of divorce, loss of income calculations, piercing the corporate veil, breach of fiduciary responsibility and conversion. Mr. Cohen is also a testifying expert witness. Mr. Cohen is the National President of the Forensic Expert Witness Association. 3 7
  38. 38. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe QUESTIONS OR COMMENTS? If you have any questions about this webinar that you did not get to ask during the live premiere, or if you are watching this webinar On Demand, please do not hesitate to email us at info@financialpoise.com with any questions or comments you may have. Please include the name of the webinar in your email and we will do our best to provide a timely response. IMPORTANT NOTE: The material in this presentation is for general educational purposes only. It has been prepared primarily for attorneys and accountants for use in the pursuit of their continuing legal education and continuing professional education. 3 8
  39. 39. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe DISCLAIMER The material in this webinar is for informational purposes only. It should not be considered legal, financial or other professional advice. You should consult with an attorney or other appropriate professional to determine what may be best for your individual needs. While Financial Poise™ takes reasonable steps to ensure the information it publishes is accurate, Financial Poise™ makes no guaranty in this regard. About this PowerPoint: if you are looking at this PowerPoint without the benefit of listening to the conversation that surrounded it then you are doing yourself a disservice. This PowerPoint was prepared in contemplation of being viewed in conjunction with listening to a one hour webinar on the topic. 3 9
  40. 40. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe ABOUT DailyDAC DailyDAC.com is the leading source of information about assignments, article 9, bankruptcy, receiverships, out-of-court workouts and vulture investing, designed for business owners and vulture investors. Visit us at www.dailydac.com. 4 0 Premium Public Notice Service DailyDAC’s Premium Public Notice Service helps market asset sales on behalf of fiduciaries (e.g., Chapter 11 debtors-in- possession and committees, trustees, receivers, assignees), secured lenders selling collateral under UCC Article 9, and auctioneers to a very large and self-selected group of potential bidders and their advisors. The Service also assists with noticing other events, deadlines, and milestones – including tombstones and other press releases. Our free weekly newsletter, DailyDAC contains our latest bankruptcy article, current Public Notices and all opportunistic deals added to our proprietary database that week. Sign up at: https://www.dailydac.com/dacyak-weekly-newsletter-signup/
  41. 41. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe ABOUT FINANCIAL POISE DailyDAC LLC, d/b/a Financial Poise™ provides continuing education to attorneys, accountants, business owners and executives, and investors. Its websites, webinars, and books provide Plain English, entertaining, explanations about legal, financial, and other subjects of interest to these audiences. Visit us at www.financialpoise.com. 4 1 Our free weekly newsletter, Financial Poise Weekly, educates readers about business, business law, finance, and investing. To receive it simply add yourself by going to: https://www.financialpoise.com/newsletter/ Email addresses are never sold to or shared with third parties.

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