Inside or outside the company
Internal disputes involve the people who own or run the company, including shareholders, members, directors, and officers. They usually turn on governing documents, fiduciary duties, and control, and the company itself may be a party or the prize. External disputes involve contracts and relationships with customers, suppliers, lenders, landlords, or competitors, and they look more like ordinary commercial litigation. Some disputes are both at once, as when an officer's side deal with a vendor creates a contract problem and an internal duty problem together. In internal disputes, it also matters whom the company's lawyer represents, since counsel for the company does not automatically represent any individual owner.
Early housekeeping that matters later
Once a dispute is likely, the company should put a litigation hold in place so that emails, messages, and files are not deleted under routine policies. Identify the key contracts and check them for notice requirements, required dispute resolution steps, choice of law, and forum clauses. Look at insurance policies, including directors and officers coverage and general liability, because many policies require prompt notice of a claim. Limit internal discussion of the dispute to people who need to be involved, and route sensitive analysis through counsel so it has a better chance of remaining privileged. Business communications with the other side should stay measured, since they may become exhibits.
Choosing the forum and the goal
Many corporate disputes are steered by clauses the parties signed long before any disagreement, such as arbitration provisions, forum selection clauses naming a particular court, and mediation requirements. In New York, larger business cases in state court are often heard in the Commercial Division, which has its own rules and expectations. Before filing or responding, we ask what outcome would serve the business, whether payment, an exit, continued performance, or protection of a market position, because the remedies differ. A first meeting with us usually covers the parties, the contracts, the amount and type of harm, and any deadlines in the documents or under the applicable limitation period.
