Stites & Harbison, PLLC

Buying or selling a company may be a once-in-a-lifetime event or one of a series of sales or acquisitions. In either event, the deal is often a complex web of related transactions allocating risks, rights and duties among the parties. Business alliances, multi-security financings and long-term supply arrangements share the complexity of acquisitions. And each of these kinds of transactions requires prompt and creative solutions when disputes arise.

The attorneys on this team have years of experience working with a wide range of clients to resolve difficult, complicated, and often contentious disputes. We place a premium on understanding the industry in which the dispute arises and the business dynamics involved in the case. We pay attention to detail. We are sensitive to our clients' needs and interests. We explore alternative means of dispute resolution.

If litigation is necessary we stand ready to vigorously pursue our clients' claims and defend our clients' rights. We have the capacity, knowledge and experience to deal with the most complex of situations.

Experience

• Defended the seller of a publishing company against the buyer's claims for breach of representations and warranties regarding the assets and income of the acquired company. The case involved complex accounting and financial issues, including whether the estimates of revenues, expenses and income complied with accounting pronouncements and guidance permitted by a percentage of completion accounting model. There were also difficult valuation issues that turned up on the buyer's application of the "equity build-up" method of determining a capitalized earnings stream. The firm resolved the matter favorably by settlement after a vigorous defense of the claims.
• Served as counsel for an affiliated group of insurance companies in a breach of contract lawsuit against a company that sells insurance products to the customers of banks and credit unions throughout the country. The contract at issue, which fell apart about two years after its formation, provided for a nationwide strategic alliance between two large corporations. After a four-week trial, the jury returned a verdict in favor of our client for amounts exceeding $50 million. The case involved complex insurance regulatory issues and questions concerning standard industry practices which required the presentation of several expert witnesses.
• We helped a music recording company pursue its claims for conversion of music royalties and equitable rescission of ownership rights in a catalogue of classic country music master recordings. On the eve of trial, the parties settled on terms highly favorable to our client. Later, when the other side breached the contract, we represented the client in enforcing the agreement. After our client won a partial summary judgment, the opposing party agreed to relinquish ownership and possession of the catalogue, valued at several millions of dollars, and to pay additional amounts to our client. The case presented sophisticated issues of copyright and contract law.
• Defended a breach of contract/fraud claim against a company and various individual officers and employees in connection with the failure to close on a contract to purchase real property. At the time of our engagement, the court had entered summary judgment against our client, and our client was facing a damage claim of approximately $16 million. We obtained dismissal of the claims against the individual officers and employees and defeated the claim against the company by establishing that our client's adjudicated breach of contract had resulted in no damages to the plaintiff.