Matthew Bolewitz • April 20, 2026

the 5 d's of business - a must read for business owners

business lawyers

If you’ve ever started a business with someone you trust, I would bet this situation hits close to home. Both you and your partner are excited about the business, your ideas and timing feel perfectly aligned, and progress is accelerating at high speeds.


The last thing you want to do is be the one who hits the brakes and suggest talking about contingency plans if things go wrong. Other than being labelled as pessimistic, you might as well be jinxing the momentum, right?


I’d imagine it’s similar to a healthcare worker looking around during their shift and saying, “Ya know, we haven’t been that busy tonight! No ‘crazies’ have come in!” That’s a death wish.


But I’m here to tell you that you need to rethink and reframe that mindset. It is incredibly common for clients to come to us who have had incredible businesses, just for it all to fall apart because the business owners didn’t have a ‘what if’ playbook.


Let’s use a hypothetical.

Two friends start a company. They split ownership 50/50 because it feels fair. They pick a name, launch a site, land a few early customers. Energy remains high and they’re in that sweet spot where everything is scrappy but promising.


Fast-forward a year. The business is real now: payroll, vendors, bigger clients asking bigger questions. The stakes are higher and so are the rewards.

Then life does what it does to one of the owners. Maybe it’s a health issue. Maybe a messy divorce. Maybe a parent gets sick. Maybe one of them quietly wants out but doesn’t know how to say it. Maybe one of them just stops showing up the same way they used to.


It doesn’t even need to be as dramatic as those listed above. It can just be a one-degree shift in vision for the company. And now the two founders are staring at each other across the same business, each thinking some version of: Wait, what do we do now? Who decides? Who pays? What’s fair? What’s even allowed?


That moment is why we talk about the “5 D’s” of business. They may not solve all the world’s problems, but they are five predictable and common ways partnerships get tested.


So what do the 5 D’s actually mean?

1) Death

If one owner dies, who owns their share the next day? This is where a lot of partnerships get blindsided. The deceased’s ownership doesn’t just vanish. It usually passes to an estate, meaning a spouse, parent, or adult child may suddenly have a financial interest in the business (and sometimes even decision rights, depending on documents).

Some questions to answer now:

  • Should the business (or the remaining owner) buy the shares back?
  • How is the price set?
  • How is it paid (cash, installments, insurance)?


2) Disability

What if an owner is still an owner, but can’t do the work anymore? Disability might mean a medical event, but it can also mean someone is simply unable to perform their role for an extended period. Here, we typically see this pressure point being one of resentment. One person is carrying the business, but the ownership split as though nothing has changed.

Some questions to answer now:

  • What counts as “disabled” (and for how long)?
  • What changes first: role, pay, distributions, decision authority?
  • Is there a plan to buy out the ownership if the disability continues?


3) Divorce

How do we keep someone’s spouse from becoming an accidental stakeholder? Even if a spouse never becomes an operating partner, divorce can create a cash squeeze, force valuation conversations, and introduce outside pressure at the worst time.

Some questions to answer now:

  • Can ownership be transferred to a spouse? (Usually you want the answer to be “no.”)
  • If a divorce creates a claim on value, how do we handle buyouts or payouts without crippling the business?
  • Do we require a spouse consent or similar protection up front?


4) Disagreement

What happens when we’re stuck, and we both think we’re right? This is the one founders don’t plan for because it feels insulting to bring up in the honeymoon phase. But disagreements are normal, especially when the business grows and the decisions get heavier. The “real” question isn’t whether you’ll disagree. It’s: How do we break ties without breaking the company?

Some questions to answer now:

  • What decisions require both owners?
  • What decisions can one owner make within guardrails?
  • If we hit a deadlock, what’s the tie-breaker (advisor, rotating “chair,” or a structured “disagree and commit” rule with a review date)?


5) Distress

What if one owner hits financial trouble, or the business hits trouble, and it drags everyone else into it? Distress can mean business distress (cash flow, debt, covenant issues). It can also mean personal financial distress (bankruptcy, creditor problems) that creates risk around ownership. The goal isn’t to punish someone for having a bad season. The goal is to prevent the business from becoming collateral damage.

Some questions to answer now:

  • What happens if an owner’s shares become exposed to creditors?
  • Can the company/other owner buy back the interest to keep it “in the family”?
  • If the business is distressed, who has authority to make urgent decisions?


Final Thoughts

Addressing these situations now are a simple way to keep life from hijacking a good business. You’ll be thanking yourself later by deciding the rules while everyone’s calm, writing them down, and revisiting them like you would insurance coverage or passwords.

If you do nothing else, schedule one meeting this month and walk through each scenario with the same question: “If this happened next week, what would we want to be true?” Answer that now, and you’ll buy yourself something every owner wants and very few ever plan for…peace of mind.  If you need help navigating these scenarios, schedule a no-cost, no-obligation consultation.  Click here to call now.



Cozza Law Group Business Law Blog

Understanding Shareholder Disputes and How They are Resolved

By Rocco Cozza • June 8, 2026
Shareholders set corporations apart from other types of businesses, and they often help companies achieve considerable levels of success. On the other hand, executives and directors often forget that each shareholder is a part owner. With so many owners, it is easy to see how complex shareholder disputes can become. The first step is to understand why and how these shareholder disputes arise. The second step is to resolve the dispute, potentially with guidance from an experienced business litigation attorney in Pennsylvania . Shareholder Disputes Arise Because of Shareholder Rights To understand shareholder disputes, you first have to understand shareholder rights. Common shareholders have voting privileges, which means they can control the trajectory of the company. Although some shareholders never bother to vote, others take these rights very seriously. The more shares you have, the more power you have to control major decisions. Shareholders also have the right to profit from the success of a company. Because of this, they have a financial incentive to oversee the company’s trajectory. If the company leadership starts to make mistakes or intentionally act against the interests of the shareholders, disputes naturally arise. Finally, shareholders rely on the accuracy of records and corporate books to make their investment decisions. For example, they might choose to sell or hold their stocks depending on the published earnings of a company. If these records are inaccurate or intentionally altered, the shareholders may make poor investment choices as a result. Now that you understand shareholder rights, it is easy to see how shareholder disputes might arise. Shareholders might sue if they feel that the company is making major decisions without bothering to hold votes. They might also sue if they feel that the leadership is acting against their best interests. Another type of lawsuit might involve shareholders suing a company for inflating their earnings and releasing inaccurate data. Shareholder Disputes Often Begin With Alternative Dispute Resolution Most lawsuits, including shareholder disputes, go through a process of alternative dispute resolution (ADR) before parties actually proceed to the courtroom. ADR may involve mediation or arbitration, and it takes the form of private negotiations. The shareholders may select legal counsel to negotiate on their behalf, as it would be impractical for thousands of individuals to sit at the negotiation table. In other situations, an individual shareholder might file a lawsuit on their own. In this situation, that individual might be present at the negotiation table alongside their legal counsel. ADR often serves everyone’s best interests, helping to resolve disputes without resorting to expensive and time-consuming litigation. Public trials are not good for business, and shareholders might be just as willing to resolve these issues in private as the executive suite. Arbitration clauses are often “built in” to the corporate bylaws or charter. In other words, parties may have no choice but to attempt mediation/arbitration before proceeding to a trial. That said, parties are under no obligation to successfully complete the arbitration process. One party could refuse to negotiate, and a trial would subsequently become inevitable. What are Some Common Types of Shareholder Disputes? Shareholder disputes may take various forms. All of these lawsuits fall into four main categories, however. An individual shareholder might file a direct lawsuit against the company. Another type of lawsuit might be a “derivative suit,” which involves the shareholders suing on behalf of the corporation. This type of lawsuit often targets a specific bad actor within the company, such as a self-dealing CEO. Class actions are also relatively common. In this type of lawsuit, numerous shareholders join forces to file a single lawsuit against the corporation, often under federal securities law. Finally, a dispute might take the form of an “appraisal proceeding,” which focuses on whether the company has received a fair valuation before a merger. How Does Pennsylvania Law Affect Shareholder Disputes? Pennsylvania law is quite deferential to the board of directors, granting it considerable control and authority. A common source of conflict in a corporation is the contrast between the “democracy” of the shareholders and the authority of the board of directors. Pennsylvania tilts the scales in favor of the board. First, Pennsylvania requires a shareholder to make a written demand to the board before they can file a derivative lawsuit. The board can then appoint a “Special Litigation Committee” to investigate the shareholders' claims and demands. If the committee determines that a lawsuit would go against the best interests of the company, courts in Pennsylvania may not allow it to continue. It is difficult to circumvent these requirements for derivative lawsuits in the Keystone State because of strict limits on direct lawsuits. Finally, Pennsylvania has no rule that states a board must place its shareholders’ interests above those of other relevant parties. These parties might include employees, customers, suppliers, and even the greater community or environment. This is not the same in other jurisdictions, making the Keystone State a “board-friendly” state that repels takeovers. In fact, it is considered by many to be the most management-friendly state in the country and one of the toughest places for shareholder plaintiffs to sue. While this is good news for boards facing shareholder lawsuits, the Keystone State’s protections are not infinite. Effective legal representation is necessary to take advantage of the jurisdiction’s legal safeguards. On the other hand, plaintiff shareholders can still achieve success in Pennsylvania, but they may need to rely on innovative, experienced business litigation lawyers in the face of strong regulatory barriers. Contact Cozza Law Group PLLC to Learn More About Shareholder Disputes While online research can provide plenty of insights into shareholder disputes, each case is slightly different. Given the varied nature of shareholder disputes, it may help to discuss your specific circumstances with a business litigation attorney in Pennsylvania . Cozza Law Group PLLC serves enterprises of all sizes, offering a fractional counsel model that provides legal guidance that fits your company’s unique needs. Continue this dialogue by contacting us at 412-453-8673 or visiting us online .

What to Do When a Business Partner Breaches a Contract

By Rocco Cozza • May 10, 2026
Business owners in Pennsylvania depend on clear contracts to formalize relationships and enforce obligations. When a business partner breaches a contract, the next steps may seem unclear. Perhaps you assumed that with a clear contract in place, your partner would never dare violate it. So what happens now? What kinds of penalties might your business partner face? Will you both have to go to court? How can you limit the cost of this contractual dispute and maintain your profit margins? These are all questions worth raising during a consultation with a contract lawyer in Pittsburgh . Review Your Contract to Determine the Next Steps The fact that you already have a contract in place is encouraging. This means that at the very least, your business partner will face certain consequences for breaching the contract. That said, the nature of these consequences depends entirely on your unique contract, and some are less effective than others in holding parties accountable for breaches. Perhaps the most obvious step is to confirm whether your contract has an arbitration or mediation clause. If a clause of this nature exists, you must go through alternative dispute resolution (ADR) before proceeding to a trial. If you are not familiar with the ADR process, you should know that resolving a dispute in private is generally preferable to litigation (trials). From a business perspective, private negotiations cost less. They are also faster, allowing everyone to focus fully on running their respective businesses sooner rather than later. Finally, the confidential nature of these discussions may help protect trade secrets, intellectual property, and other details that could be embarrassing or harmful for businesses. Many people feel that ADR is less stressful than trials. You should also check your existing contract for clauses that outline penalties for breaches. These penalties are often financial in nature, and they can dissuade business partners from violating their contracts. Sometimes, simply reminding business partners of these financial penalties is enough to encourage them to adhere to their contractual obligations. You can discuss potential penalties and outcomes with your business partner without involving a lawyer. This is often referred to as “informal resolution,” and it occurs before the ADR process begins. That being said, you may want to inform your lawyer of any plans you might have for resolving the dispute. If you are not careful, you could violate laws and regulations while negotiating in an informal manner. For example, you could inadvertently violate laws against extortion as you attempt to pressure your business partner into fulfilling the contractual obligation. Pennsylvania also has specific debt collection laws that prevent you from contacting debtors in certain ways or at certain times. Evidence Is Important During a Contract Breach Although you may not need to go to court to resolve the contract breach, it makes sense to begin collecting evidence as soon as possible. You should also be aware that your business partner is probably collecting evidence of their own at the same time. Be extremely careful about how you communicate with your business partner during this time, especially in emails, letters, and text messages. All of these written communications could become relevant in a later trial. Assume that your business partner is taking screenshots of your texts, saving your emails, and making copies of everything. If you’re concerned about saying something that could be problematic during a later trial, consider allowing your business litigation attorney to communicate on your behalf. The type of evidence necessary for a breach of contract lawsuit depends on the type of breach involved. If the breach involves a business partner, you may be facing issues like misappropriated funds, confidentiality breaches, leadership disputes, and failures to contribute equally to the business. In the event of misappropriated funds, financial records may be particularly important. If possible, make copies of bank statements and all other relevant financial documents as soon as you notice the misappropriation. If your business partner refuses to provide certain financial documents to you, rest assured that your lawyer can help you gain access through a pre-trial process called “discovery.” The court can compel your business partner to hand over the documents if they refuse to comply. If you are dealing with a confidentiality breach, you can also gain access to key communications through the discovery process. For example, your business partner might have shared trade secrets or intellectual property with an unauthorized third party through email. You can compel your business partner to hand over these emails, giving you the evidence you need to prove the breach. Perhaps your business partner started making important decisions about the business without your input. Maybe you feel sidelined, and you believe that your business partner is trying to take over the business while forcing you out. In this situation, you need to find evidence that your business partner started making key decisions without your input. If a majority vote was necessary, find evidence that this voting process never occurred. If you believe that your business partner is not doing their fair share of work, you should compile evidence that shows you are doing most or all of the “heavy lifting” when it comes to daily operations. Perhaps you believe that your business partner is profiting from your hard work while doing almost nothing to help the business grow. If your contract states that all partners should make a good-faith effort to contribute, this could constitute a legitimate contract breach. Can a Business Contract Lawyer in Pittsburgh Help Me? A business contract lawyer in Pittsburgh may be able to help if your partner recently breached your contract. While online research may help you understand what happens next, each contract is unique. Because of the varying nature of these contracts, it makes sense to discuss your specific circumstances with a legal professional. Cozza Law Group PLLC has consistently earned mentions in lists like “Pennsylvania Super Lawyers” and “Law Firm 500.” Our attorneys have experience in many different industries, and we have helped companies handle numerous contractual disputes. Contact Cozza Law Group PLLC at 412-453-8673 today to get started. You can also find us online .