Corporation

Corporate and business disputes are an inevitable reality of commercial life in the United States. From shareholder disagreements and breach of contract claims to mergers and acquisitions disputes and partnership dissolutions, conflicts between businesses, investors, officers, and directors can threaten the stability, profitability, and very survival of an enterprise. When these disputes escalate into traditional litigation, they consume enormous amounts of time, money, and management attention — and they expose sensitive business information to public scrutiny through open court proceedings.

Alternative Dispute Resolution (ADR) – including mediation, arbitration, and negotiation – has become the preferred mechanism for resolving corporate and business disputes across virtually every industry and transaction type. ADR offers the speed, confidentiality, and procedural flexibility that the business world demands. Rather than waiting years for a trial date on a congested court docket, parties can resolve their disputes in weeks or months through processes tailored to the complexity and commercial realities of the matter at hand.

Corporate disputes are uniquely well-suited to ADR because they frequently involve sophisticated parties, complex financial issues, ongoing business relationships, and a premium on confidentiality. Whether two companies are disputing the terms of a joint venture, shareholders are challenging a board’s decision, or a private equity fund is contesting earn-out calculations from an acquisition, ADR provides the neutral expertise, procedural efficiency, and private forum needed to reach fair, enforceable outcomes – without the collateral damage that public litigation inflicts on business reputations and relationships.

Our ADR services address the full spectrum of corporate and business law disputes, including but not limited to:

• Breach of contract – Contract disputes are the most common form of business litigation in the United States, arising from the interpretation, performance, or breach of commercial agreements of every kind – supply contracts, distribution agreements, licensing deals, service agreements, franchise agreements, and more. These disputes often turn on questions of contract construction, conditions precedent, force majeure, material breach, anticipatory repudiation, and the calculation of expectation, reliance, or restitution damages. ADR provides an efficient, confidential process for resolving contract disputes with neutrals who understand commercial practices and industry norms, avoiding the time and expense of full-scale commercial litigation.

• Shareholder and ownership disputes – Conflicts among shareholders, members, and equity holders are among the most consequential corporate disputes, often threatening the continued operation of the business itself. These disputes may involve allegations of breach of fiduciary duty, oppression of minority shareholders, squeeze-outs, dilution, dividend disputes, deadlock among equal owners, and disagreements over company direction or management. ADR offers a private forum where ownership disputes can be resolved without the public airing of internal corporate conflicts, and where experienced neutrals can help craft creative solutions – such as structured buyouts, governance reforms, or management restructuring – that litigation cannot easily achieve.

• Mergers and acquisitions (M&A) disputes – Post-closing disputes arising from M&A transactions are among the most complex and high-value matters in commercial law. Common issues include purchase price adjustment disagreements (working capital, net debt, cash-free/debt-free mechanisms), earn-out and contingent consideration disputes, breaches of representations and warranties, indemnification claims, escrow release disputes, and material adverse change (MAC) clause interpretation. M&A agreements increasingly include mandatory arbitration clauses, and ADR provides the confidential, expert-driven process that these financially sophisticated disputes demand – with neutrals experienced in accounting principles, valuation methodologies, and transaction structures.

• Partnership and joint venture disputes – Partnerships, limited liability companies, and joint ventures are inherently collaborative structures — but when disagreements arise over management authority, profit allocation, capital contributions, fiduciary obligations, or exit rights, these relationships can deteriorate rapidly. Disputes may involve claims of breach of partnership agreement, breach of the duty of loyalty or care, unauthorized transactions, self-dealing, or accounting irregularities. ADR is particularly well-suited to partnership disputes because it preserves the possibility of continued collaboration, provides confidentiality for sensitive business information, and allows the parties to craft nuanced resolutions – such as revised governance structures, phased buyouts, or mediated restructurings — that go beyond a court’s binary judgment.

• Corporate governance disputes – Conflicts involving the rights and responsibilities of officers, directors, and boards – including challenges to board decisions, derivative actions, proxy contest disputes, inspection of books and records demands, and allegations of breach of the duty of care or duty of loyalty. Corporate governance disputes often arise in the context of hostile takeovers, management buyouts, executive transitions, and strategic disagreements. ADR provides a confidential, expedited process for resolving governance disputes that, if left to litigation, could paralyze corporate decision-making and expose the company to reputational harm.

• Intellectual property disputes – Commercial disputes involving patents, trademarks, trade dress, copyrights, trade secrets, and licensing agreements are a critical concern for businesses in every sector. IP disputes may involve infringement claims, validity challenges, licensing royalty disagreements, technology transfer disputes, and disputes over ownership of inventions or creative works developed by employees or contractors. ADR – particularly arbitration – provides a confidential forum where technically complex IP disputes can be adjudicated by neutrals with specialized scientific, engineering, or industry expertise, without the costs and delays of federal patent or trademark litigation.

• Real estate and commercial lease disputes – Conflicts arising from commercial property transactions, lease agreements, construction contracts, zoning and land use disputes, title issues, and property development disagreements. Commercial real estate disputes frequently involve significant financial stakes and time-sensitive business operations. ADR provides a rapid, flexible process for resolving real estate disputes — from tenant-landlord conflicts and CAM charge disagreements to complex construction defect and development partnership disputes – with neutrals who understand real estate markets, construction practices, and commercial leasing norms.

• Franchise disputes – Disputes between franchisors and franchisees involving territorial rights, royalty calculations, advertising fund management, operational standards, renewal and termination rights, and compliance with the FTC Franchise Rule and state franchise disclosure laws. Franchise disputes frequently implicate ongoing business relationships and brand reputation. ADR offers a confidential, efficient process for resolving franchise conflicts while preserving the franchisor-franchisee relationship when possible, and providing fair outcomes when the relationship must end.

• Banking, finance, and lending disputes – Conflicts arising from commercial loan agreements, credit facilities, securitization transactions, intercreditor arrangements, guarantees, and lender liability claims. These disputes often involve complex financial instruments, competing security interests, and significant exposure for both borrowers and financial institutions. ADR provides a streamlined process for resolving banking and finance disputes with neutrals who understand credit markets, loan documentation, and the regulatory framework governing financial institutions.

• Insurance coverage disputes (commercial) – Disagreements between businesses and their commercial insurers over coverage under general liability, professional liability (E&O), directors and officers (D&O), cyber liability, property, and business interruption policies. Coverage disputes frequently arise in the context of underlying litigation and can significantly affect a company’s financial position and litigation strategy. ADR provides a parallel, efficient process for resolving coverage questions without delaying the underlying matter.

• International commercial disputes – Cross-border business disputes involving international trade, foreign investment, international distribution agreements, joint ventures with foreign partners, and disputes governed by foreign law or international conventions (CISG, New York Convention). International commercial arbitration has long been the standard mechanism for resolving cross-border business disputes, and our neutrals bring the cultural sensitivity, language capabilities, and expertise in international arbitration rules (ICC, LCIA, UNCITRAL, ICDR) needed to navigate these complex proceedings.

• Business dissolution and wind-down disputes – Conflicts arising from the voluntary or involuntary dissolution of corporations, LLCs, partnerships, and other business entities — including disputes over asset liquidation, distribution of proceeds, assumption of liabilities, and the fulfillment of contractual obligations to creditors, employees, and customers. ADR provides a structured, efficient process for managing the inherently contentious wind-down of a business, helping former partners and stakeholders reach fair outcomes without the added cost and delay of dissolution litigation.