Philadelphia 215.569.9701
New Jersey 856.547.4400
Malvern, PA 484.875.3159
www.JacobsLawPC.com

Business Divorce and Shareholder Relations

A significant portion of the practice of Jacobs Law Group is devoted to representing shareholders, partners and members, and/or their companies, in a variety of shareholder disputes. These matters, colloquially referred to as "Business Divorce" include:

TYPE

DESCRIPTION

JACOBS LAW GROUP SOLUTION

ROLE

Business Divorce

The estate of a founder sought to enforce a long ago abandoned shareholder agreement. If enforced that agreement would have bankrupted the company.

Settlement in this case was not possible. Jacobs Law Group tried the case and proved the Shareholder Agreement had been abandoned Jacobs Law Group then won an order directing the company be sold and the proceeds distributed pro rata to the shareholders.

Counsel for Company - Seller

Business Divorce

Two longtime business partners from the middle east had a falling out. The resulting disputes and litigation lasted a year.

Jacobs Law Group was able to fashion a settlement by formulating a division of the Company via a spinoff structure. Jacobs Law Group represented the minority shareholder in taking over a division of company in exchange for shares in overall enterprise. Other joint business assets and shares were likewise resolved at the same time.

Counsel for minority shareholder

Shareholder Relations Restructure of Shareholder Rights

Here an operator of a pharmaceutical support business brought in a competitor to be a full partner. The partnership did not work out and many disputes arose.

After intensive and somewhat confrontational negotiations, Jacobs Law Group lawyers were able to create a mechanism to transition management and control of entity back to the operating officer.

Counsel for operating officer.

Buyout of Majority Shareholders

Company engaged in the distribution of high end audio, wireless and networking connectivity products to the cable and telephony industry. The shareholders of this Company engaged in disputes both privately and publicly in court. While the company was successful there was complete mistrust between the shareholders.

It was obvious early on that the shareholders could not get along and that no amount of restructuring could make them live together. The relationship was lost. Jacobs Law Group was able to use various points of leverage to maneuver the parties to a Russian roulette type arrangement to assure a sale from one group of shareholders to the other. Eventually a deal was done eliminating the selling group.

Counsel for Buyer

Joint Venture

Negotiation of terms of telecommunications joint venture between wireless retailers

Undisclosed

Counsel for JV Member

Sale of Shares of Activist Investors

Here Jacobs Law Group's client was a PE Fund that succeeded to a $10 MM + investment in a company which refused to provide any information to the PE fund, refused to allow the PE Fund to claim a board seat, refused to arrange for a liquidity event, and refused to pay any dividends even after 10 years in the investment. In the view of the PE Fund, the company was operating for the benefit of the management and not the shareholders. The PE Fund came to Jacobs Law Group for a solution.

It was obvious that the company management was not then interested in providing any benefits to the shareholders and in fact the Company rebuffed all efforts to resolve this matter without a fight. At that time the PE Fund and Jacobs Law Group formulated a plan to gain 51% of the votes in the company and mount a proxy fight to gain control. After Jacobs Law Group and the PE Fund achieved a 47%+ share of the votes (+/-) before the annual meeting, the company agreed to buy back the shares of the PE Fund and all parties who had given the PE Fund their proxies.

Counsel for activist shareholder.

Business Divorce

Here an ex- husband and ex-wife continued to operate an oriental rug and furniture importing company even after their marriage ended. Over the years the relationship deteriorated such that the two principals could not bear to be in business together.

This matter was rife with emotion from day one. The parties had a difficult time separating their personal and business lives and it took a tremendous amount of negotiations to get to a resolution. Compounding the problem was the incredible debt of the business that had been significantly leveraged just prior to the recession. This resulted in the need for a workout at the same time as negotiating the spin off.

Counsel for parent corporation.

Business Divorce

A well known Orthopedic surgeon desired to leave his practice but was bound by certain terms in the written agreements.

Jacobs Law Group attorneys identified certain areas of leverage and were able to use these areas to negotiate a resolution to the agreement terms that allowed the doctor to leave and commence working immediately after departure.

Counsel for Doctor

Business Divorce

A well known Dermatologist desired to leave his practice but was hamstrung by certain written agreements.

Jacobs Law Group attorneys identified certain areas of leverage and were able to use these areas to negotiate a resolution to the agreement terms that allowed the doctor to leave and commence working immediately after departure.

Counsel for Doctor

Philadelphia
2005 Market Street, Suite 1120
Philadelphia, PA 19103
Tel: 215.569.9701
Fax: 215.569.9788

New Jersey
Five Greentree Centre
525 Route 73, Suite 104
Marlton, NJ 08053
Tel: 856.547.4400
Fax: 856.547.5499

Malvern, PA
101 Lindenwood Drive
Suite 225
Malvern, PA 19355
Tel: 484.875.3159

email: info@jacobslawpc.com