Corporate & Business Owner Disputes
We represent companies and their owners in disputes over the control and management of their businesses. We understand and manage disagreements between co-owners, and between current and former owners, involving their obligations to one another. Such disputes are often emotionally charged “bet-the-company” cases. Our lawyers have the toughness, judgement, resources, and experience to win these complicated and deeply personal cases.  

Our trial lawyers are supported by business lawyers, who bring deep expertise in corporate governance and business entity law. By assembling strong case teams, we efficiently and effectively address ownership disputes.

Examples of business disputes managed by our trial teams include:
  • Breach of fiduciary duties
  • Shareholder oppression
  • Business dissolution
  • Executive compensation and earn outs
  • Indemnities
  • Representations and warranties

Investigations & Litigation

We assist with internal and external business investigations, and organize and advise special committees. We prepare confidential reports and work with experts to investigate and uncover fraud. We defend clients in administrative and court proceedings brought by the SEC and the Department of Justice.

Our investigation and litigation experience includes:
  • Internal investigations
  • Special committee reports
  • SEC, DOJ and legislative investigations
  • Shareholder disputes
  • Criminal and civil white collar defense

Attorneys

Will  Gent

Will Gent

Associate

503.802.5767
will.gent@tonkon.com

Tonkon Torp Completes Successful Arbitration for Owners of Closely Held Business

In December 2015, Tonkon Torp closed a swift and successful arbitration to enforce payment owed to its clients, family members who founded and grew a successful business in the Northwest. In 2012, the clients had worked with Tonkon Torp to sell the company to a large, billion-dollar national entity.

A Business Divorce

Our client and her husband of thirty years built an education and marketing business that grew to have more than a hundred employees. When they divorced, they entered in a business agreement that allowed him to retain control of the business, while she would be paid a share of the profits. Over the next few years, the payments steadily decreased and the ex-husband stopped providing information to our client about company finances. Then he abruptly closed the business and moved to another state. We brought a claim on our client's behalf in arbitration and prevailed in obtaining a multi-million dollar award for unpaid profit distributions.

Amen v. Roberts

Obtained $5.1 million arbitration award against client's ex-husband for breach of an agreement to share profits in a business they formed together.

Arbitration of Claims from Sale of Business

Completed a successful arbitration to enforce payment owed to clients, family members who founded and grew a successful Northwest business and then sold the business to a large national corporation. Defeated all of the buyer's justifications for not paying, which included counterclaims involving indemnities and accounting issues. Clients received a multi-million dollar award.

Breach of Fiduciary Duty Claims

Successfully defended and resolved claims of breach of ficuciary duty against founder of family business.

Break-Up of A Surgical Practice

Our clients were two of four shareholders in a nationally recogized surgical group. The other two shareholders, who served as the President and Vice President of the corporation, developed plans in secret to open a competing practice. They enlisted the support of the hospital where they primarily practices and the medical group that provided most of their profitable referrals. We brought claims on behalf of our clients for breach of fiduciary duty. In a two-week jury trial, we proved that the defendants violated their duties to the corporation and to our clients, and we obtained a substantial verdict for our clients.

Cano v. Schreiner

(Clark County, WA Superior Court) – Obtained a favorable jury verdict for a retiring shareholder who challenged the appraisal value of his shares in several closely-held corporations.

Claims from Sale of Business

Prepared arbitration claim and strategy on behalf of clients who sold second-generation family business. Clients did not receive the payments they were entitled to under the sale agreement because the buyer disputed the accuracy of the company's financial statements and asserted rights to offset for indemnity claims. Assisted clients in negotiating a favorable payment structure, which resolved the accounting and indemnity disputes.

Columbia Management Co. v. Wyss

(765 P2d 207, 94 Or App 195, 1988) - Obtained a multimillion-dollar recovery in this dissenting shareholder case. This is the seminal case in Oregon on dissenter's rights.

Company Founder Strikes Out on His Own

Our client founded a successful construction business and then brought his two brothers in as owners and employees and also gave jobs to their wives. After a few years, the working relationships broke down, and our client decided to go into business on his own again. He quit, left the company he had founded to his brothers, and started building a new business from scratch again. One year later, as his new business was succeeding and his brothers' business was faltering, they sued him for breach of an implied covenant not to compete. We vigorously defended the claim and obtained a resolution several months before trial, allowing our client to focus on growing his business.

Confidential

(United States District Court, District of Oregon) - Prevailed on summary judgment against dissenters' rights and breach of fiduciary duty claims seeking nearly $3,000,000. 

Confidential

(Multnomah County Circuit Court) - Successfully assert claims for breach of judicial dissolution, breach of fiduciary duty and breach of shareholder agreement seeking damages of $6.0 million.  

Confidential

Successfully defend contract rescission claims and successfully assert breach of fiduciary duty claims seeking damages of $3 million.

Eischen v. AVIVA et. al.

Defended a class action shareholder claim through to completed trial, challenging AVIVA- Reebok merger.

ENRON

Tonkon Torp was lead counsel for a former executive officer and board member of Enron in dozens of federal and state court lawsuits in more than 20 states. We represented our client in civil lawsuit proceedings involving the Department of Labor and SEC, and a myriad of other proceeds obtaining favorable settlements to resolve all the proceedings before trial.

Henderson v. Lee

Obtained a $3 million jury verdict in case involving fraud in the sale of a business.

Kahn, et al. v. Robert A. Sprouse, II, et al.

(?842 F Supp, 423 D. Or. 1993) - Successfully obtained summary judgment on behalf of directors in the face of allegations of misdeeds by minority shareholders. This is the seminal case in our district upholding the validity of investigations by independent committees of boards of directors.

Lewis v. Chiles, et al.

(719F2d 1044, 9th Cir 1983) - On behalf of Fred G. Meyer's Estate, defeated a challenge to the acquisition of Fred Meyer by KKR.

McLean v. Saltchuk, King County Superior Court

Represents three brothers who sold their family trucking business in several proceedings in both court and arbitration. The claims involve indemnity and other issues under a Stock Purchase Agreement, real estate matters, professional malpractice and taxation.

Medford Corporation v. Simmons

(D. Or. May 9, 1985) - Defended Medford Corp. from a hostile tender offer by Harold Simmons and his group.

Melridge, Inc. v. Heublein, et al.

Case started as an internal investigation by the Board of Directors concerning alleged wrongdoing by insiders. Ended with a Chapter 11 proceeding, injunctive relief and a $150 million judgment against the principal wrongdoer.

Ousted Son-in-Law

Our client started up a commercial repair service company with his father-in-law. They agreed to take equal shares of the profits and equal salaries, but when the father-in-law prepared the incorporation documents, he made himself the 51% owner of the company, with the power to make all decisions unilaterally. After several years, with the business well established, our client suffered health problems and separated from his wife. The father-in-law fired him, raised his own salary, and created a new corporation into which he diverted all new business. We brought claims for minority shareholder oppression and employment discrimination and obtained a favorable settlement for our client.

Pixelvision v. Voxtel

(Multnomah County Circuit Court) - Successfully assert claims of breaches of contract and fiduciary duties seeking damages of nearly $4 million arising from failure to deliver securities.  

Praegitzer v. Andersen

(Multnomah County Circuit Court/Oregon Court of Appeals) – Defended successfully, at trial and on appeal, claims by one 50-percent shareholder against the other 50-percent shareholder for unjust enrichment, fraudulent conveyance, and breach of fiduciary duty.

Representation of Second-Generation Business Owner

Defended and successfully resolved claims for breach of agreements that were made in connection with the transition of a family business from one generation to the next.

Shareholder Oppression Claims

Brought claims for minority shareholder oppression and employment discrimination. After obtaining partial summary judgment, we obtained a favorable settlement for our client.

Starr-Wood v. Swanson et al.

Obtained Plaintiff's verdict in jury trial on breach of fiduciary duty claim on behalf of minority shareholders.

Symbol Technologies v. Continuum Technology

(USDC, E. NY) - Successfully assert claims for breach of contract and preliminary and permanent injunction arising from unauthorized use of bar code technologies.

Third-Generation Family Business

Our client took on the leadership of a small local food processing company that was founded by his grandfather and grew it into a major national competitor. When he took on the leadership of the company, his parents arranged a transfer of 100% of the stock to him, providing other benefits to his two siblings and putting in place a consulting agreement and real estate leases to provide continuing income for themselves. As the business grew and succeeded under our client's leadership far beyond anyone's expectations, he faced repeatedly claims from his family members that they should be paid more under their various agreements. We successfully resolved a claim involving the consulting agreement and we defeated a claim that our client, the tenant in a real estate lease, should pay to repair old structural defects in the building.

Thomas Whiteman, et al. v. David Evans & Associates, Inc.

(Clackamas County Circuit Court) - Successfully defend breach of contract claims and assert breach of fiduciary duty claims against past officers and shareholders.

Tinn v. EMM Labs, Inc.

Won a multi-million dollar federal court jury trial on behalf of our client EMM Labs, a Canadian manufacturer of high-end audio equipment. Defeated the plaintiff's claims under a distribution agreement and prevailed on our client's counterclaim.

Wayne C. Van Zwoll v. William Swindells, et al. and Willamette Industries, Inc., et al.

(219 Or App 16 (2008)) - Defended the non-Weyerhaeuser appointed board members in an action related to Weyerhaeuser's hostile tender offer for Willamette Industries.

Western Datapro v. Molalla Telephone

(Clackamas County Circuit Court) - Successfully assert breach of contract and fiduciary claims brought against a corporate director and public utilities company.  

William Davis et al. v. Cascade Tanks LLC et al.

Successfully abated breach of contract and business tort claims against client, enforcing foreign arbitration agreement.

Paul  Conable
Practice Area Co-Chair

Paul Conable

Partner

Steven  Olson
Practice Area Co-Chair

Steven Olson

Partner