Shareholder Rights, Minority Shareholder Oppression
The KGR client, the founding executive and shareholder, eventually became a minority owner after many years of success, growth and sharing the fruits of success. He then was fired which resulted in a fight for his personal and family financial survival when his shareholder distributions, salary and benefits were terminated, while taxable non-cash income accrued to the shareholder. At this juncture it was critical to preserve our client’s family’s financial sustainability and resolve the career issues by means of claims, including breach of contract and breach of fiduciary duty. The claims resulted in a favorable resolution that met the client’s goals for securing the future for himself and his family, under confidential terms. (2015) David Wright, Steven Runyan
The Binding Letter of Intent, Corporate Acquisition Strategy
KGR helped the client enter into a “binding letter of intent (LOI)” with minority shareholders to purchase the minority shares of company. The goal was to acquire the entire target company by enforcing the shareholder agreement rights and obligations. The shareholder agreement contained various triggers for compelling the sale of shares, or the right to purchase shares. The majority shareholder also happened to be terminally ill with serious health and potential capacity issues, thus certain avoidance corporate actions were subject to attack. The successful litigation strategy was based on strict interpretation and enforcement of the shareholder agreement and enforcement of the LOI as a binding unconditional minority shareholder contract, not a mere conditional statement of intent. The result was an industry impacting business resolution and the acquisition of the target company via the LOI strategy and contract enforcement strategies. (2015) David Wright, Kevin Koons
The territory sales manager, located in the western United States, was terminated by his Indiana employer. The sales manager obtained new employment, but the former employer sued to enforce a non-competition agreement. KGR represented the employee and moved to dismiss or in the alternative transfer per forums non conviens. After lengthy negotiations with the former employer, the client achieved a favorable resolution that ensured he would be able to continue his new employment. (2015) Steve Runyan
A recruiter was offered employment with a competing company. Even though the employee agreed to abide by a restrictive covenant, the former employer sued the recruiter. The former employer alleged, among other things, the doctrine of inevitable disclosure. KGR, working with another Indianapolis firm representing the new employer, conducted discovery and the former employer dismissed the case without a hearing. (2015) Steve Runyan
A subcontractor was not paid for two progress payments on multi-million dollar construction project. Although the general contractor claimed the subcontractor was behind schedule, the client alleged the delays were based on weather and the general contractor’s interference with the means and methods of construction including the general’s delays in providing materials, delays in providing access to the site, and changes in the schedule. The Result in this classic “bet the company” litigation, KGR conducted extensive discovery, defeated dispositive motions, and ultimately settled the matter weeks before trial. (2015) Syd Steele, Jennifer Watt, Steve Runyan
The KGR client, a structural design engineer, was sued for a design error in large three-sided arch underneath a prominent Central Indiana roadway. KGR engaged in extensive construction document production utilizing latest technology to cull through and identify vital documents. After document review and depositions of inspectors, construction foremen and INDOT employees, a flawed subsurface testing protocol was identified as the cause not a design error, as substantiated by expert opinions. The matter is proceeding to mediation for resolution. (2015) Greg Cafouros
Integrity, Ethics and Investigations in Sport
In 2015 KGR partner Bill Bock, as general counsel for the United States Anti-Doping Agency continued to push forward investigations focused on protecting the fundamental fairness of sport. Bill was involved in more than twenty-five (25) cases of athletes sanctioned for the use of performance enhancing drugs in Olympic and Paralympic sport and participated in investigations in the U.S. and in Europe. We had the opportunity to share lessons learned with the organizers of the upcoming Rio Olympic Games by giving a keynote address on integrity in sport at a conference in Brazil.
In 2015 the client, the U.S. Anti-Doping Agency, implement a comprehensive global drug testing and anti-doping program for Ultimate Fighting Championship (UFC), the largest mixed martial arts promoter in the world.
An additional highlight was the NASBA Center for the Public Trust naming Bill Bock as one of three recipients of its 2015 “Being a Difference” Award for leadership in ethics. William Bock
KGR lawyers are leaders in the growing alternative dispute resolution field of arbitrations. KGR received the results of several successful arbitrations before the American Arbitration Association and Court of Arbitration for Sport in 2015, including the case of a Belgian doctor found to have provided cyclists performance enhancing drugs and several U.S. athletes found to have used performance enhancing drugs in violation of sport anti-doping rules. KGR has participated in more than one hundred (100) arbitrations including more than 50 that have gone to a contested hearing. KGR also continues to serve as an arbitrator for the Fédération Internationale de Natation (FINA), the international federation for the sport of swimming in 2015. William Bock, Sydney Steele