Houston Shareholder & Partnership Dispute Lawyers

We Help Texas Businesses Resolve Complex Disputes Between Shareholders & Partners

When business relationships break down, you need experienced Houston partnership dispute lawyers who understand the complexities of shareholder conflicts and business litigation. Whether you're facing minority shareholder oppression, partnership disputes, or fiduciary duty violations, the attorneys at Hendershot Cowart P.C. provide strategic legal counsel to protect your business interests.

Our shareholder dispute attorneys have over 100 years of combined experience successfully resolving complex business conflicts through negotiation, mediation, arbitration, and courtroom litigation. We understand that partnership disputes and shareholder conflicts can threaten your business's survival – we work aggressively to protect your interests while seeking resolution that preserves business value.

For immediate consultation with our experienced partnership litigation attorneys, call (713) 783-3110 or contact us online 24/7.

Types of Shareholder & Partnership Disputes We Handle

Our Houston shareholder dispute lawyers provide comprehensive representation for all types of business conflicts:

Partnership Conflicts and Litigation

• Partnership dissolution and winding up proceedings
• Partnership buyout negotiations and enforcement
• Breach of fiduciary duty claims between partners
• Partnership deadlock resolution
• Disputes over partnership profit distributions
• Business asset misuse and embezzlement
• Partnership agreement violations and enforcement

Shareholder Oppression and Disputes

• Minority shareholder rights protection and enforcement
• Demanding access to books and records
• Shareholder oppression and squeeze-out defense
• Shareholder derivative lawsuits
• Direct shareholder claims against directors and officers

Corporate Governance Disputes

• Corporate policy violations
• Voting rights conflicts 
• Board of directors conflicts 
• Executive compensation disputes 
• Corporate control battles 

Safeguarding Minority Shareholder Rights in Texas Corporations

In Texas, minority shareholders have rights to inspect corporate records, vote on major decisions, and receive a fair share of dividends. When majority shareholders infringe upon these rights, it’s known as shareholder oppression. 

Common examples of minority shareholder oppression in Texas include: 

• Excluding the shareholder from corporate governance or decision-making
• Withholding dividends while paying high salaries to majority shareholders
• Attempting to force a sale of shares at artificially low valuation
• Limited access to corporate records and lack of financial transparency
• Terminating the minority shareholder's employment
• Diluting their ownership through the unauthorized issuance of new shares 

These disputes are common in family-owned businesses and closely held corporations where majority shareholders have significant control.

If majority shareholders engage in unfair or bad-faith practices, our shareholder dispute attorneys can take the following actions to defend your financial interests and restore your rights:

• Demand an accounting: You can demand access to the company's books and records to potentially expose asset manipulation and profit diversion.
• Seek an injunction: Request a court order to stop majority shareholders from taking certain actions, such as making improper payments or excluding you from decisions.
• Shareholder derivative lawsuit: You can file a lawsuit on behalf of the company against the majority shareholders or directors who are mismanaging the company, misusing assets, or engaging in fraud.
• Breach of contract claim: If there is a shareholder or operating agreement, you can sue for breach of contract if the majority shareholders fail to follow the terms of that agreement, such as those regarding governance, distributions, or minority protections. 
• Pursue a buyout: A court may order the majority shareholders to buy out your shares at a fair value, or the majority may be forced to make you a buy-out offer.
• Sue for dissolution: In some cases, you can petition the court to dissolve the company if the situation is irreparable.

For detailed shareholder oppression defense strategies, visit our Minority Shareholder Oppression page.

Your Options When a Business Partner Neglects Their Duties

Whether dealing with an absent partner approaching retirement or a colleague shirking obligations while maintaining profit participation, contact the attorneys at Hendershot Cowart P.C. Our approach to partner misconduct begins with collaborative resolution strategies, progressing to more formal legal action only when necessary to protect your interests and business continuity.

If your business partner is not pulling their weight, our partnership dispute attorneys can:

• Review the operating agreement: We’ll check your business's operating agreement for specific clauses on partner conduct and dispute resolution.
• Pursue mediation or arbitration: Many partnership agreements require these out-of-court processes, which can be faster and more cost-effective than a lawsuit. 
• File a lawsuit for breach of contract: If your partner's actions violate the terms of the partnership agreement, you can file a lawsuit for breach of contract.
• File a lawsuit for breach of fiduciary duty: Partners have a legal duty of care and loyalty to the business. If your partner acts in bad faith or harms the company, you may have a claim for breach of fiduciary duty.
• Seek judicial expulsion or dissolution: In extreme cases where a partner's actions are unlawful or oppressive, you can petition a Texas court to remove the partner or dissolve the entire business. 

Settling Buy-Sell Agreement Disputes

Disputes over buy-sell provisions often arise over the valuation of the business, ambiguity over what counts as a “trigger event”, or a partner’s failure to uphold their end of the agreement. 

Our attorneys handle all aspects of buy-sell agreement disputes, including:

• Trigger event disputes involve disagreements about whether specific circumstances activate buy-sell provisions. Common triggers include death, disability, retirement, termination, and voluntary departure, but definitions of these events may be ambiguous.
• Valuation methodology conflicts arise when parties disagree about how to determine the purchase price for departing owners’ interests. Valuation methods may include fixed prices, formulas, appraisals, or combinations of these approaches.
• Payment structure disagreements involve disputes over installment payments, interest rates, security arrangements, and other financial terms that affect the economic impact of buyout transactions.
• Transfer restriction violations occur when shareholders attempt to transfer their interests without complying with buy-sell agreement procedures or corporate approval requirements.
• Divorce-related transfers may cause issues when courts award shares to non-shareholder spouses during divorce. We draft agreements giving divorcing shareholders first rights to repurchase shares, with backup options for remaining shareholders.
• First right of refusal issues involve disputes over whether existing shareholders have properly exercised their rights to purchase departing shareholders’ interests before outside sales.

Our Strategic Approach: We resolve buy-sell disputes through aggressive negotiation, mediation, arbitration, and litigation when necessary. Our goal is to enforce agreement terms while protecting your business interests and minimizing disruption.

Professional Partnership Disputes: Specialized Representation

Our partnership litigation attorneys have extensive experience representing professionals in complex partnership disputes, including:

• Law firm partnership conflicts involving profit sharing, client origination, partnership track disputes, and practice group disagreements that can disrupt firm operations.
• Medical practice disputes including physician partnership conflicts, practice management disagreements, and compliance issues specific to healthcare organizations.
• Accounting firm partnership issues involving client relationships, professional liability concerns, or ethics violations.

Why Professional Partnerships Need Specialized Legal Counsel: Professional partnerships face unique challenges due to regulatory oversight, client relationship management, and professional liability concerns. Our attorneys understand these complexities and provide tailored strategies that protect both professional licenses and business interests.

Partnership & Corporate Dissolution Services

The objective of partnership or corporate dissolution – whether voluntary or involuntary – is to legally terminate the business entity and fairly distribute its assets among the owners while resolving all outstanding obligations and disputes.

Common issues we address when dividing or dissolving a closely held business include:

• Adhere to existing agreements, such as a partnership agreement or negotiated mutual agreement to end the business  
• Resolve asset valuation disputes
• Convert business assets to cash through sale or distribution 
• Pay creditors and settle debts in order of legal priority 
• Distribute remaining proceeds to partners/shareholders according to ownership interests 
• Determine ownership of trade secrets and intellectual property
• Seek appointment of a provisional director, custodian, or receivership, if necessary
• Comply with applicable regulations and industry laws (i.e. state and federal healthcare law and regulations when dividing a medical business)
• Terminate contracts and leases or assign them to continuing parties 
• Advise on final tax returns and resolving all tax obligations
• Provide legal certainty and closure for all parties involved 
• Prevent future claims through comprehensive settlement agreements

Why Choose Our Houston Partnership & Shareholder Attorneys

Hendershot Cowart P.C. has been representing Houston businesses and business owners in complex disputes since 1987. Our partnership and shareholder dispute attorneys bring deep experience in Texas corporate law and a proven track record of successful outcomes.

• Our deep Texas roots give us insight into statewide business dynamics, courtroom practices, and the competitive pressures facing companies in the Lone Star State. We have extensive experience with the energy, healthcare, technology, transportation, manufacturing, and retail services sectors that anchor Texas's diverse economy.
• Complex litigation experience includes handling high-stakes disputes involving sophisticated legal and financial issues for mid-size businesses, multi-national corporations, and Texas startups. Our attorneys have successfully represented clients in state and federal courts throughout Texas and nationwide.
• Corporate law specialization ensures our attorneys stay current with evolving Texas business law developments and provide sophisticated counsel for complex corporate governance issues.
• Client-focused approach means we take time to understand your business objectives and develop strategies that align with your goals rather than simply pursuing litigation for its own sake.

Contact Our Experienced Houston Partnership Dispute Lawyers Today

Don't let shareholder disputes or partnership conflicts threaten your business's future. Our experienced partnership litigation attorneys provide strategic counsel to protect your interests and resolve disputes efficiently.

For immediate consultation with our Houston shareholder dispute attorneys, call Hendershot Cowart P.C. at (713) 783-3110 or contact us online. We handle cases throughout Texas and are ready to protect your business interests.

Frequently Asked Questions About Partnership & Shareholder Disputes

What constitutes shareholder oppression in Texas?

Following the Texas Supreme Court’s 1995 decision in Ritchie v. Rupe, shareholder oppression is no longer a standalone cause of action in Texas. However, minority shareholders can still pursue claims for breach of fiduciary duty, breach of contract, and other legal theories when majority shareholders engage in unfair or oppressive conduct.

When can I file a derivative lawsuit?

Derivative lawsuits can be filed when the corporation has been harmed by directors, officers, or third parties, and the corporation is unable or unwilling to pursue the claim itself. Common grounds include breach of fiduciary duty, self-dealing, and corporate waste. Derivative lawsuits require compliance with specific procedural requirements; however, these procedural hurdles are waived for closely held companies (companies with fewer than 35 shareholders that are not publicly traded).

What are my rights as a minority shareholder?

Minority shareholders have rights to fair treatment, access to corporate information, proportionate distributions, and protection from self-dealing by majority shareholders. Specific rights vary depending on the corporate structure and governing documents.

Can partners be forced out of a partnership?

Forcing out a business parter is possible under certain circumstances, but it must follow procedures specified in the partnership agreement and comply with applicable law. Grounds for expulsion typically include breach of the partnership agreement, financial misconduct, or a breach of their fiduciary duty to the partnership.

How do buy-sell agreements work?

Buy-sell agreements establish procedures for ownership transfers when specified trigger events occur, such as death, disability, retirement, or termination. These agreements typically include valuation methods, payment terms, and transfer restrictions designed to facilitate smooth ownership transitions.

What damages can I recover from a shareholder dispute?

Available damages depend on the specific claims and circumstances but may include monetary compensation for losses, recovery of diverted profits, punitive damages in cases involving fraud or malice, and attorney fees in appropriate cases. Equitable remedies such as injunctions may also be available.

Contact Our Houston Partnership & Shareholder Dispute Attorneys

Partnership and shareholder disputes require immediate attention to protect your business interests and prevent further damage to your investment. The experienced attorneys at Hendershot Cowart P.C. are ready to help you navigate complex corporate conflicts and achieve favorable outcomes.

Call (713) 783-3110 today for a consultation with one of our Houston partnership and shareholder dispute attorneys, or contact us online to discuss your case. We’re here to help get you back to business.