Maxwell Shafer

Max Shafer is a commercial litigator who advises business owners and entrepreneurs in high-stakes disputes—often when ownership, control, or the future of the business is on the line. Whether the issue involves broken promises, financial misrepresentations, or post‑closing disputes that threaten the value of an acquisition, Max guides clients through resolving matters efficiently—both in and out of court.

Max advises clients in disputes litigated in North Carolina state and federal courts, including the North Carolina Business Court. He focuses his practice on business ownership disputes and post‑acquisition litigation arising from closely held and lower‑middle‑market transactions.

Business and Ownership Disputes

Max regularly advises businesses as they navigate complicated disputes, including breaches of contract, fraud, breach of warranty, and unfair or deceptive trade practices.

Frequently, the most difficult disputes business owners encounter are not from outside the business, but between partners and co-owners when trust has broken down, and business decisions can no longer be made unanimously or informally. These disputes present uniquely complex and high‑risk challenges. Max regularly guides clients through these disputes, whether the goal is preserving value, contesting illegitimate ownership claims, or executing a strategic exit.

Max also advises companies and employees in disputes arising from employment agreements, with a particular focus on non-competes, non-solicitation, and trade secrets.

He advises franchisees in disputes over franchise agreements and franchise disclosure documents to make sure that franchisors are holding up their end of the deal.

Max frequently represents partners and co‑owners after trust has broken down—when decisions stall, access to financial information is restricted, or one owner attempts to force an exit on unfavorable terms.

Entrepreneurship Through Acquisition, Search Fund, and M&A Litigation

Entrepreneurship through acquisition presents exciting opportunities for both buyers on the path to business ownership and sellers looking for their next challenge. Max represents buyers and sellers in post‑acquisition litigation, particularly when issues arise after closing that were never modeled—such as earnout disputes, indemnity claims, or alleged misrepresentations in financial disclosures.

Max advises new entrepreneurs who have invested their personal savings, as well as long‑time owners facing retirement‑level stakes. He helps clients assess not only the legal merits of post‑closing claims, but also the practical and financial implications of pursuing—or defending—those claims in litigation. Max approaches post‑acquisition disputes with a focus on leverage, credibility, and outcome‑driven strategy, whether through negotiated resolution or litigation.

Many of these disputes arise in closely held acquisitions where diligence was constrained by time, access, or trust—conditions common in search fund and lower‑middle‑market transactions.

Construction and Collections

Max also represents contractors and professional services companies in payment disputes, lien claims, and related construction litigation. He approaches these matters with a focus on efficiency, cash‑flow protection, and preserving valuable business relationships where possible.

Max uses his insight from representing clients in litigation to inform his representation of clients outside the courtroom. Max performs a variety of contract drafting assignments for clients regularly, including commercial lease reviews.

Outside the Courtroom

Max has written on behalf of a state-wide contractor association as amicus counsel before the North Carolina Supreme Court. He also regularly writes amicus briefs on behalf of religious freedom advocates in the Federal appellate courts and in the United States Supreme Court.

He’s a member of the Board of Directors of Porters Neck Village and serves on the Governance Committee and the Living Well Committee, where he advises on how developments in aging-in-place technology can be integrated into the resident experience.

In his spare time, Max and his wife, Gracie, spend time at Wrightsville Beach and with their dog River. He teaches a Sunday school class at Trinity United Methodist Church.

While studying for the bar, he interned with a technology start-up, where he oversaw determining the market value of the company’s intellectual property assets.

His representative matters include:

• Represented general contractor in payment dispute with owners regarding distressed commercial development.
• Represented national equipment rental company in numerous payment disputes, often through the pursuit of mechanics liens.
• Represented buyer of business in suit over negligently prepared financial statements.
• Represented buyers of commercial service provider over fraudulent representations of seller.
• Represented architecture company over more than $1,000,000 in unpaid fees.
• Filed amicus brief on behalf of contractors association with the North Carolina Supreme Court.
• Represented international alternative asset manager in dispute regarding restrictive covenants.
• Represented small business from inquiry by North Carolina Department of Justice.
• Represented national online retailer in dispute with former employees over stolen trade secrets, violations of non-competition covenants, and violations non-solicitation covenants.