The sale of a business often leaves money on the table by design. Earn-outs, holdbacks, indemnity escrows, seller notes, and post-closing adjustments all defer part of the price, and until those payments are made, the deal is not done.
Henderson Parks litigates disputes arising from acquisitions, divestitures, shareholder buyouts, and other private-company transactions, including working-capital and purchase-price adjustments, breaches of representations and warranties, fraud in the sale process, seller-financing defaults, and post-closing covenants. The firm reads deal documents the way a court or arbitrator will and builds each case on the language the parties chose and the risks they allocated.
Sellers and buyers alike retain Henderson Parks when a transaction dispute threatens the value of the deal itself. The firm knows the tactics private equity and institutional buyers use to avoid paying full price, and what it takes to defeat them.
Closely Held Business & Shareholder Disputes
Few disputes threaten a company as directly as a fight among its owners. In a closely held business, disagreements over control, distributions, fiduciary duties, valuation, or succession rarely stay contained; they reach into management, finances, and the company’s future.
Henderson Parks represents shareholders, partners, LLC members, and the companies themselves in these disputes, including shareholder oppression and minority-rights claims. The firm resolves them through negotiation when a negotiated result serves the client and litigates them to judgment when it does not.
In either posture, Henderson Parks moves quickly. The longer an ownership dispute runs, the more of the business it consumes.
Experience:1
- Won a substantial arbitration judgment for breach of fiduciary duty against a former officer and director of a non-profit organization, then enforced the judgment through state court proceedings and appeals.
- Successfully represented the general partner of a limited partnership in a breach of partnership action brought by international investors, retaining control of the partnership and resolving all claims.
1 The illustrative matters listed include work performed by our lawyers at prior firms.