Unsealed court documents in Cellino and Barnes dissolution case paint picture of firm divided

BUFFALO, N.Y. (WIVB) – Differences of opinion between law firm partners Ross Cellino and Stephen  Barnes in the conduct and management of the Cellino and Barnes Corporation have lead to “an immediate danger of irreparable impairment of the business”, documents in the case unsealed Tuesday state.

The documents, dated May 10, were ordered unsealed by State Supreme Court Judge Deborah A. Chimes Tuesday.

A representative for the firm said that neither Ross M. Cellino Jr. nor Stephen E. Barnes opposed to the documents being released.

Cellino is the owner of one-half of the capital stock in the company, and filed for a voluntary dissolution of the company in May.

According to the documents, Cellino alleged in his petition that the firm has an even number of directors who are so divided in the management of the firm’s affairs that they are unable to vote on any actions. He also alleged that the shareholders are so divided that they are unable to vote for a new board of directors.

“There is internal dissention and the two equal shareholders are so divided that dissolution of the corporation would be beneficial to the shareholders,” the document stated.

The differences of opinion include approaches to the practice of law, employment issues, compensation of employees, marketing, expansion, case management responsibilities and strategy. and have proved impossible to resolve despite efforts by shareholders and directors, the docurment added.

“On each of these issues, petitioner Cellino and respondent Barnes have taken essentially opposite positions, resulting in a deadlock among both the two board members, as well as the two equal shareholders,” the document stated. “Attempts by the two to resolve the deadlock have been unsuccessful, and as a result the board of directors consisting of Cellino and Barnes has effectively ceased to function.”

The entire court document can be found here.

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