LITIGATION AND DISPUTE RESOLUTION
 
Mr. Kaplan works with a variety of businesses, from large corporations to family-owned and closely-held companies, to resolve disputes involving many different types of general business and corporate law issues including:
  • Contracts and business interference
  • Purchase and sale of business
  • Business ownership/partnership
  • Antitrust/unfair competition
  • Shareholder actions
  • Employment agreements/non-compete agreements
  • Breach of fiduciary duties
  • Defamation
  • Intellectual property (trademarks and trade secrets)
  • Licensing agreements
  • Mergers and acquisitions
  • Proxy fights and tender offers
  • Officers' and directors' liability
  • Shareholders' rights and derivative actions
Examples of work in these areas include:
  • Representation of the sole shareholder of a healthcare management services organization in an action against the purchaser of the corporation for breach of stock purchase agreement, stock pledge agreement and employment agreement, securities fraud and related claims. The action centered on whether the purchaser breached its obligation to pay the seller an earnout amount which represents the balance of the purchase price to be paid for the corporation, by shifting the focus of the corporation from its core operation to a new riskier venture, thereby diminishing the corporation's profits and the earnout amount to be paid to the seller.
  • Defense of the former president of an ink manufacturing company who resigned from his position and started his own competing company. His former employer sought an injunction and damages, alleging breach of a non-compete agreement and misappropriation of trade secrets.
  • Counsel to the shareholders of a closely held corporation in an action against a dissident director pursuant to the Illinois Business Corporation Act, to set aside the corporation's unanimity provision in its by-laws, or to set aside the dissident director's vote against the approval of certain corporate financial actions.
  • Representation of a billion dollar office supply company in its nationwide litigation involving breach of employment agreements, fiduciary duties and protection of confidential information.
  • Counsel for insurance agency in its disputes involving trade secrets, confidential information and agency agreements.
  • Representation of investors in actions to recover sums converted by investment partnerships and other ventures.
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