Practice Overview

When serious disputes arise among business partners or shareholders, especially those involved in closely-held or family companies and partnerships, a host of difficult issues must be addressed, often times immediately. Can a shareholder-employee be terminated or locked out? What if a partner or shareholder has been accused of or caught misappropriating company funds or assets? What happens if the business owners or directors are deadlocked, or simply cannot continue in business together? What steps can be taken to prevent a majority or disgruntled shareholder from abusing his power to the detriment of the minority shareholders or partners? Who has or should have access or control of the company’s books and records? Can the company force a departing shareholder to sell his shares to the company, or vice versa? How is the value of those shares determined? When is it the right time to dissolve or liquidate a business? These are just a few examples of the kinds of tough questions which require clear answers when business relationships are not working out the way they were intended. Emotions often run high when disputes like this arise, since livelihoods and personal relationships may be jeopardized. In some cases, the very survival of the company is at stake. Our litigators have broad experience in this arena and are standing by ready to take action to protect the rights of partners, shareholders, directors or the business entity itself in all types of shareholder and partnership disputes. Whether the situation requires immediate court intervention through appropriate restraining orders, or the simple opening of a dialogue intended to lead to a negotiated resolution, our goal is to help our clients reach their objectives, and to ensure a prompt and fair result. Our lawyers will also provide invaluable counseling to minimize the risk of future disputes, including through carefully drafted shareholder or partnership agreements, buy-sell agreements and succession planning.


  • Recovered $1,500,000 settlement for minority shareholder of closely-held manufacturing company in litigation against majority shareholders for diversion of profits, wrongful termination and breach of buy-sell agreement
  • Advised a group of surgeons in asserting clams for breach of fiduciary duties against remaining shareholders, resulting in buy out of surgeons’ interests in the practice
  • Obtained a $450,000 settlement of claims brought by minority shareholder against majority shareholders who used the majority status to exclude him from operations of company and divert corporate assets
  • Represented a shareholder in a gas station business in the defense of claims for misappropriation and breach of fiduciary duty brought by his brother, also a shareholder, resulting in a negotiated buy out of shareholder’s interest
  • Defended majority members of a closely-held real estate development firm in suit brought by minority members claiming that majority members usurped real estate investment opportunities allegedly belonging to the company
  • Obtained judgment in favor of majority shareholders on damage claims brought by minority shareholder in closely held distribution company who claimed to have been fraudulently induced to enter into a release and settlement agreement with company by alleged misrepresentations regarding value of shares
  • Acted as counsel for company in determining rights and obligations in light of breaches of fiduciary duties committed by majority shareholder
  • Obtained a $620,000 jury verdict in a case involving the disassociation of attorneys in law practice
  • Represented a well-known, leading neurosurgeon in negotiations to terminate his relationship with partners in neurosurgery practice following a break down in relationship among partners, and claims of breach of fiduciary duties
  • Represented minority shareholder in closely-held auto parts company in action against majority shareholders for diverting corporate profits and excluding minority shareholder from business operations, resulting in negotiated buy out of minority shareholder’s interest in company
  • Obtained $170,000 settlement in action brought by minority shareholders against major shareholders in transportation business for wrongful termination and breach of fuduciary duty