Advised CEO of manufacturing business to help address dissension among family members and lead the company in a productive new direction.
A father started a manufacturing company and grew it into a lucrative business. The Company board consisted of the father and 5 children. When the father retired from the Company and left the board, one of his sons became CEO, at the father’s insistence.
The Board then consisted of only the 5 siblings. The 4 non-employee Board members were being compensated substantially to serve on the Board. However, despite the success of the Company, Board meetings became increasingly rancorous and unproductive and the CEO repeatedly clashed with the Board over Company direction. Finally, several of the siblings retained attorneys to advocate their respective positions about mismanagement and CEO’s alleged breach of fiduciary duty.
- Convinced Board members that litigation would be a disaster for the company and would not solve the fundamental problem, that being a failure to make well-considered, timely business decisions
- Educated the Board regarding good governance practices
- Created a more professional working environment
- Re-shaped Board to include independent (e.g. non-family) members, instituted governance best practices and limited number of family members on board
Results: 18 months later
- Board begins to function productively
- Board provides support and expertise to CEO
- Business grows 15% in following 18 months
REAL ESTATE COMPANY
Facilitated discussion and agreement among partners in a successful start-up to align differing views on company direction.
Four long time friends formed a company to buy, improve, hold and sell commercial real estate. Their first acquisition was a portfolio of 4 commercial real estate properties from a troubled real estate owner. However, the partners began to argue about the next acquisition and the operation of the company. Soon, partners began to seek independent deals and one partner retained an attorney to take legal action to stop the acquisition of real estate by other partners.
- Helped align vision of company among partners
- Amended operating agreement to align it with business vision of partners
- Addressed operational issues that had become an unnecessary distraction
Results: 9 months later
- Company makes major acquisition agreed upon by all partners
Provided strategic advice to Company that resulted in an amicable parting with a major investor.
The founder of a company sought family and friends funding for a new approach to test for a common health issue and, as a result, a long time friend became a 40% investor. The Company’s success allowed for a 2nd investment and Friend, who remained Company’s largest investor, demanded a Board seat. The Friend became a disruptive force on Board and the Founder/CEO decided to force the Friend off the Board, resulting in adversarial and stressful Board meetings. Two Board members sought outside help to avoid litigation.
- Facilitated discussion among Board members and CEO about Friend’s impact on company
- Addressed Friend’s issues with him and senior management
- An agreement was entered into for the acquisition of the Friend’s ownership interests
Results: 6 months later
- Friend is off the Board
- All parties are satisfied with the terms of his exit
- Board again operates effectively
Other Varuna Engagements
- Family Business Advised CEO of family-owned business to address dissension among family members. Led the company in a productive new direction.
- Legal Strategy Worked with VC portfolio company to develop an overall strategy to address the company’s national litigation issues in a cost effective manner.
- Partner/Partner Assisted partners in a successful start-up to align differing views on the direction in which the company should go.
- Majority/Minority Shareholder Advised the CEO/Founder of a successful manufacturing business to resolve ownership issues with his father and siblings.
- Legal Strategy Advised a company involved in contentious litigation in several states on managing various issues and law firms to bring litigation to a speedy and successful conclusion.
- Founder & CEO/Majority Investor Worked with CEO/Founder in resolving ongoing issue with principal investor.
- Represented members of a family against a more than $1 billion family-owned business. The case involved a family-owned retail and real estate business in claims of breach of fiduciary duty, fraud, bad faith, and breach of contract. Settlement resulted in a significant recovery for the client.
- Represented the world's largest producer of live entertainment in a lawsuit initiated by a concert producer who claimed rights to produce concerts for the Rolling Stones. Devised and executed a strategy to release the attachment of gate receipts held by the plaintiff, and ultimately settled the case favorably after trial in federal court.
- Represented a minority shareholder in a multi-million dollar claim for breach of fiduciary duty, which resulted in the client receiving 40 times the price of the initial investment, instead of 4 times the price as offered by the company.
- Represented a start-up company against a claim by a publicly traded company for protection of trade secrets, misappropriation of proprietary information, and copyright issues. The outcome resulted in the client retaining ownership rights to state-of-industry network software.
- Represented a major hospitality industry client in a multi-million dollar negligence claim involving a widely reported significant injury to a guest, saving the client several million dollars and minimizing the impact of the claim on business. Through mediation and negotiation, the case was resolved on behalf of the client for a fraction of total claim exposure to the client.
- Represented a client to resolve issues with a software producer in a claim for a defective voicemail system, which client had installed worldwide. Through mediation and negotiation, enabled the key business issues to be resolved quickly, saving an estimated $20 million in potential business loss interruption for the client.
- Represented a real estate developer in a landmark Massachusetts case in enforcing the agreement for purchase of a key parcel of land in major downtown Boston real estate development.