Robinson & Parker LLP

The cases

We represent founders and investors when the corporate structure stops protecting them, including minority shareholder oppression; freeze-outs; drag-along abuse; and fiduciary embezzlement, fraud, and self-dealing.

A large part of our practice involves founders and early investors forced out of companies they built: a board restructures the company to wipe out minority shareholders, a majority shareholder forces a sale, a lender withholds financing to extract concessions, a co-founder is fired the day before a vesting cliff, an earnout is structured to fail. The corporate documents are usually well-drafted. The questions are how those documents were used, and whether the conduct around them gives rise to fiduciary breaches, fraud, or contract claims.

We also handle disputes involving M&A transactions, including challenges to acquisitions, earnout litigation, and disputes over reps and warranties. These cases typically involve sophisticated parties on both sides and turn on a deep understanding of the transaction documents, the operating reality of the business, and the duties of controlling shareholders, officers, and directors.

Our corporate cases involve novel technology, including artificial intelligence, cryptocurrency, intellectual property rights, and alleged hacking.

Selected results

Founder
Eight-figure settlement

Ousted Founder · M&A Dispute

California Superior Court

Eight-figure confidential settlement for a founder ousted by majority shareholders following a major M&A transaction.

Founder Force-Out
Confidential settlement

Worldview Entertainment Holdings, Inc. v. Woodrow

New York Supreme Court · Index No. 159948/2014

Represented the founder and CEO of an Oscar-winning movie production company after his primary investors forced him out, locking him out of the company’s offices while he was away on business. The dispute spawned four lawsuits, multiple appeals, and a confidential settlement.

Investment
Seven-figure settlement

Cross-Border Real Estate Financing

California Superior Court

Represented an investor in a series of complex real-estate financings in the Middle East. After defeating summary judgment, the case settled on confidential terms for the full amount of the investment.

Shareholder Oppression
Seven-figure settlement

Minority Member Force-Out

California Superior Court

Early executive forced out for opposing the CEO’s proposed restructuring. Forensic investigation uncovered evidence of embezzlement. Settled on a confidential basis.

How we work these cases

Founder disputes require fast judgment, deep knowledge of the contractual and legal framework, and strategic coherence. The corporate structures are complex, the personal stakes are high, and the opposing side is usually well-capitalized. We staff these cases small and tight. The partner who takes the case runs the case. Decisions are made in real time.

Most of these disputes are won or lost before setting foot in a courtroom. The theory of the case, the forum, and the opening moves all set the trajectory.

We work closely with corporate counsel—often the same counsel who drafted the agreements in dispute. We coordinate to preserve privilege, gather evidence, and develop a litigation strategy that aligns with the client’s broader business objectives.

Who runs these cases

Damion Robinson

Partner · Los Angeles

Lead counsel in founder, investor, and complex business litigation matters, including minority oppression, freeze-outs, earnout disputes, and post-closing claims. Previously outside counsel to multiple technology startups, negotiating the same types of formation, fundraising, and M&A transactions involved in our litigation practice. Eighteen years in litigation; former clerk to the Honorable David O. Carter (C.D. Cal.).

Full biography

Matt Dhaiti

Associate · San Diego

Works on the firm’s business disputes and class actions, with a background in data privacy and cybersecurity. A 2022 graduate of Stanford Law School, he previously practiced in DLA Piper’s data, privacy, and cybersecurity group, advising Fortune 500 companies on privacy compliance and risk management.

Full biography