The matter began as a routine quarterly review and turned, over the course of a single board meeting, into a deadlock between a 60-percent founder and a 40-percent strategic minority. We acted for the minority.
The contention was familiar in shape and unfamiliar in detail: a founder convinced that an inbound acquisition offer was a personal vindication; a minority convinced the offer was below floor and that the founder’s enthusiasm was clouding fiduciary duty. The bylaws permitted neither side to force the other’s hand.
We did three things. First, we issued a privileged opinion to the minority laying out the realistic recovery — neither the maximalist case our client wanted to hear, nor the minimalist case the founder hoped we would hear. Second, we proposed a structured buyout mechanic anchored to a third-party valuation, with a tight escape clause. Third, we sat in the room while the negotiation happened, and said nothing for most of it.
The matter closed in seven weeks. No litigation; no press; no signed NDA between us, since none was needed. The full report is held in chambers and is shared only on a privilege-respecting basis with comparable matters.