Shareholders, Fiduciary Duty, Business Disputes

I’ll Cry if I Want To – But Taking Steps to Avoid Tears Is a Better Strategy for Private Company Business Partners

Bradley Arant Boult Cummings LLP on 1/14/2025

In recent years, the headlines have tracked the news of high-profile breakups among business partners in private companies. These business partner fallouts include: - 2023: Sam Altman was ousted as Open AI CEO (for...more

Can a Shareholder Be Oppressed After Ceding Control? Oppression, Reasonable Expectations, and Contractual Formalism

Farrell Fritz, P.C. on 1/13/2025

One of the first business divorce cases that I participated in as a young litigator was a lengthy arbitration over whether a minority shareholder was oppressed under BCL 1104-a. With those fond memories, evolution of the...more

What happens when a majority owner makes a bad-faith capital call?

Robson & Robson, P.C. on 1/10/2025

I focus my practice on commercial litigation and in particular on representing business owners in disputes with their business partners. As part of my job I get to see a whole variety of ways that business people attempt to...more

Court Finds Usurpation Of LLC Opportunity To Be Derivative

Allen Matkins on 10/21/2024

My last few posts have been devoted to the Court of Appeal's opinion in Tuli v. Specialty Surgical Center of Thousand Oaks, LLC, 2024 WL 4499271 (Oct. 16, 2024). The case relates to the plaintiff's "decade-long litigation...more

Corporate Dissolution Petition Hits Back Burner in Favor of Earlier Filed Claims for Money Damages

Farrell Fritz, P.C. on 10/14/2024

The shareholder oppression claim under BCL 1104-a has a unique relationship with claims for money damages. A minority shareholder petitioning for dissolution under BCL 1104-a must establish that the majority shareholders...more

Enforcing the Guardrails on Transactions Involving Interested Directors of Close Corporations

Farrell Fritz, P.C. on 2/26/2024

In my business divorce practice I deal with many closely held corporations that have only a few or perhaps just two shareholders, each of whom is actively involved in running the business. Within that category are many...more

Top 10 Business Divorce Cases of 2023

Farrell Fritz, P.C. on 12/27/2023

Some years are easier than others to select the most significant business divorce cases. In this, the 16th year I’ve published this top-10 list, the task is made especially difficult by a veritable flood of court decisions...more

Disputes Between Shareholders May Not Be Governed by Fiduciary Duties but Could Be Covered by Insurance

Farella Braun + Martel LLP on 9/8/2023

Disputes regarding ownership interests often arise in the context of closely held corporations, particularly when directors, officers, or majority shareholders sell or acquire ownership interests in the company. These...more

Can One 50% Shareholder Sue the Other in the Company Name on the Company Dollar? Answer: It Depends

Farrell Fritz, P.C. on 7/10/2023

In the menagerie of closely held companies, those owned and controlled by 50/50 business partners pose unique benefits and challenges. On the benefit side, co-equal ownership and control can foster cooperation,...more

Without Equal? Pennsylvania Federal Court Charts New Path, Rules Fiduciary Duty Exists Between 50/50 Co-owners Of A Business

Robson & Robson, P.C. on 4/28/2023

There is arguably no more prevalent legal claim in business divorces than a claim of breach of a fiduciary duty. Simply put (and I do mean simply), when one person owes a fiduciary duty to another, the person with the duty...more

Business Divorce, Brooklyn Style

Farrell Fritz, P.C. on 7/5/2022

The pictured architectural rendering of the sunlit Kings County Supreme Courthouse at 360 Adams Street, completed in 1957, doesn’t quite capture the reality of its dour, hulking presence in downtown Brooklyn. Its design...more

Litigating Minority Shareholder Rights - Presentation

Winstead PC on 9/8/2021

David F. Johnson presented his paper “Business Divorce: Minority Shareholder Rights In Texas” to the State Bar of Texas’s Business Disputes Course on September 2-3, 2021. This presentation addressed shareholder oppression...more

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