Litigating the Business Divorce, With 2017 Supplement

Litigating the Business Divorce, written by more than 15 contributors who are authorities in the field, covers all aspects of business divorce, and more.

Meet The Authors


Be prepared to advise on the legal separation of owners of privately held business entities.  

How do you separate multiple business partners when there is only one business? A “business divorce”— the legal separation of the owners of privately held business entities—can involve many unique aspects, as the proceedings often involve companies run by the actual founders, family members, or longtime friends. Complicating matters further, state laws authorize different types of business entities, and the laws regarding their termination can differ greatly.  

Litigating the Business Divorce, written by more than 15 contributors who are authorities in the field, covers all aspects of business divorce, including:  

  • Pre-suit considerations, such as where to file suit, which state’s law will apply, and the methods available for obtaining information about privately held business entities
  • Effectuating a split using dissolution in its various forms, both voluntary and involuntary, as well as other methods like dissociation, freeze-out mergers and reverse stock splits, available in certain states and with certain entities
  • Possible ways to challenge an effort to split a business   
  • Common claims in business divorce cases, such as breach of fiduciary duties, misappropriation of trade secrets, minority oppression, claims under buy-sell agreements, and breach of non-compete and other similar agreements
  • An entire chapter devoted to common damages and valuation issues, as well as some of the less common issues
  • Coverage of “pre-nuptial” protective measures intended to deter litigation by agreeing in advance on issues such as dissolution upon specified events, breaking deadlocks in management, covenants not to compete, and buy-sell agreements

The 2017 Supplement includes:

  • Analysis of issues of standing related to effectuating a split via involuntary dissolution

  • A new section on challenging involuntary dissolution, including claims of deadlock, minority shareholder oppression, mismanagement, and where a split is alleged to be "not reasonably practicable"

  • Discussion of advancement and indemnification claims as well as receiverships

  • A primer on spotting issues in valuation reports, such as double-counting real estate, matching cash flows to the discount rate, and the customer-specific risk premium (CSRP)

Summary of Contents 

Privately Held Business Entities * Legal Separation of Owners * Pre-Suit Considerations * Gathering Information before Filing * Where to File Suit * Changing the Composition of the Board or Management * Contractual Considerations and Limitations * Effectuating a Split * Dissolution *  Dissociation * Freeze-Out Mergers * Reverse Stock Split * Challenging a Split * Involuntary Dissolution * Common Claims * Fiduciary Duty Doctrines and Limitations * Contract- and Tort-Based Claims  * Advancement and Indemnification Claims * Damages and Valuation * The Buy-Sell Agreement * Business Valuation * Discounts and Premiums * Bad Actors and Damages * Personal Goodwill in Damages * Issues to Spot in Valuation Reports * Protective Measures * Table of Cases * Index





Kurt M. Heyman is a founding partner at Heyman Enerio Gattuso & Hirzel LLP in Wilmington, Delaware. Since clerking for the Delaware Court of Chancery in 1991-92, Kurt’s practice has focused on corporate and commercial litigation in that Court, including some of the leading business divorce cases of the past decade. Kurt is a founding Co-Chair of the Business Divorce Subcommittee of the ABA Business Law Section, Business and Corporate Litigation Committee. 


Melissa N. Donimirski has been associated with Heyman Enerio Gattuso & Hirzel LLP in Wilmington, Delaware since 2009. Melissa focuses her practice in the area of corporate and commercial litigation in the Delaware Court of Chancery. Melissa has significant experience negotiating and litigating “Business Divorce” matters and is also active in the ABA’s Business Divorce Subcommittee. 



Peter B. Ladig, Morris James LLP

Jaime d'Almeida, Duff & Phelps

Daniel R. Formeller, Tressler LLP

Michaela L. Sozio, Tressler LLP

Brian M. Gottesman, Berger Harris LLP

Eric C. Milby, Lundy, Beldecos & Milby, P.C.

Scott  I. Unger, Stark & Stark

Michael P. Connolly, Murtha Cullina LLP

Brett A. Margolin, BLDS, LLC

Boris J. Steffen, RSM US LLP

Ladd Hirsch, Diamond McCarthy LLP

Aaron M. Nelson, Proctor Heyman Enerio LLP

Stephen B. Brauerman, Bayard, P.A.

John Tancabel, Diamond McCarthy LLP

Vanessa R. Tiradentes, Gould & Ratner LLP

Anne Steadman, Ross Aronstam & Moritz LLP



[A] smartly constructed and well-written treatise.... [The book] the fruit of a two-year project led by [the] contributing collaboration with an all-star cast of contributing authors.... [W]hether you’re an experienced business divorce litigator or just taking on your first business divorce assignment, LBD is an invaluable resource that belongs on your bookshelf.

-- Peter Mahler

New York Business Divorce blog