Practice · Business
Most business disputes are governance problems first
By the time partners are talking to lawyers, the disagreement is rarely about the money on the table. It is about who gets to decide.
What I handle
Disputes between owners
Partnership and LLC disputes
Disagreements over distributions, management authority, capital contributions, and whether the operating agreement actually says what everyone assumed.
Breach of fiduciary duty
Self-dealing, diverting a corporate opportunity, using company assets for personal benefit, or excluding a member from information they are entitled to.
Deadlock and winding up
A fifty-fifty ownership split with no tiebreaker mechanism can stop a company entirely. The Texas Business Organizations Code provides for judicial winding up when it becomes impracticable to continue.
Departing owners and competition
Non-competes, solicitation of clients or staff, and trade secret claims under the Texas Uniform Trade Secrets Act.
Practical reality
The governing document decides most of it
The company agreement, partnership agreement or bylaws control far more than most owners realize, and they usually control it in ways nobody revisited after formation. Voting thresholds, transfer restrictions, buyout formulas, deadlock provisions and books-and-records rights are typically the whole battleground.
Which is why the first thing worth doing is not filing suit. It is reading the document carefully, establishing what access to company information you are entitled to, and assessing whether the outcome you want is one the agreement can actually deliver. Litigation between owners is expensive and it is public, and a clear-eyed view of the leverage on each side usually produces a better result than momentum does.
- Company agreement
- Capital accounts
- Books and records demand
- Distribution history
- Buyout formula
- Deadlock provisions
Next step
Let us look at the agreement first
Bring the company agreement and the last two years of distributions. That conversation usually clarifies the options quickly.