Corporate Litigation

Kraemer Burns has a long history in representing parties in corporate disputes, ranging from proxy fights to disputes between co-owners of a business. Examples follow:

Kraemer Burns represented management in a proxy fight, obtaining a Federal Court preliminary restraint prohibiting the insurgents from soliciting proxies. This gave management time to privately place a large block of its shares into friendly hands and ultimately prevail at the annual shareholders meeting.

The firm represented a corporation that had merged a partially owned subsidiary into itself without shareholder approval, thus requiring that it prove that it paid "fair value" for the non-owned shares of the subsidiary. The Kraemer Burns client prevailed, proving that its client had in fact paid "fair value."  This was the first New Jersey Court ruling that an investment banking expert could use a discounted cash flow methodology in supporting his "fair value" opinion.

Kraemer Burns represented institutional investors and a major charity in litigation in which its clients had failed to vote against a merger but asserted dissenters' rights and sought an appraisal of their shares.  We handled the case from the trial court through the New Jersey Supreme Court. Our clients prevailed. The Supreme Court held that a "no" vote was not a prerequisite to asserting appraisal rights. Subsequently the New Jersey legislature amended our corporation act so that future parties could not obtain an appraisal when they failed to vote against the merger.

Besides corporate litigating involving public companies, Kraemer Burns has represented parties to disputes among shareholders, partners or members of closely held enterprises.  Many pit family and friends against each other.  Many involve informalities and defective documentation.  Settlement negotiations are often tried and sometimes succeed.  Where discovery and trial prove necessary, Kraemer Burns can proceed with assurance.