Closely held businesses — family companies, partnerships, small corporations, and LLCs where ownership is concentrated among a few individuals — are uniquely prone to internal disputes. Unlike publicly traded companies, where unhappy shareholders can simply sell their stock on the open market, shareholders and members of closely held businesses have no easy exit. Their investment is illiquid, their financial well-being is often tied to the company's operations, and the same individuals who own the business typically run it. When those relationships break down, the resulting disputes can be among the most complex and contentious in commercial litigation.

The firm handles corporate and shareholder litigation for closely held businesses, with a particular focus on shareholder derivative actions, minority shareholder oppression, breach of fiduciary duty by officers and directors, and corporate dissolution and buyout disputes. This is an area where the firm's background as outside CFO and general counsel for operating businesses provides a significant practical advantage.

Why Financial and Operational Expertise Matters

Most corporate and shareholder disputes are, at their core, financial disputes. The legal theories — breach of fiduciary duty, oppression, self-dealing — are the framework, but the substance of the case is almost always about money. Someone is taking too much out of the company. Someone is diverting business opportunities. Someone is inflating their compensation at the expense of other shareholders. Someone is using company assets for personal benefit. Someone is manipulating the company's finances to squeeze out a minority owner.

Proving these claims — or defending against them — requires the ability to analyze financial statements, trace cash flows, understand how intercompany transactions work, evaluate the reasonableness of executive compensation, identify self-dealing in related-party transactions, and understand the operational realities of how the business actually functions. This is not work that can be outsourced entirely to an expert witness. The attorney handling the case needs to understand the financial landscape well enough to direct the investigation, frame the discovery, identify the right questions to ask, and present the evidence in a way that makes sense to the court.

Having served as outside CFO for operating businesses, the firm brings this understanding to corporate litigation as a matter of course. The financial analysis is not an add-on — it is built into how the firm approaches these cases from the outset. This means the firm can often identify the financial issues in a case faster, develop the factual record more efficiently, and present the evidence more persuasively than attorneys who are approaching the financial dimensions of the case from the outside.

Types of Corporate & Shareholder Disputes

Shareholder Derivative Actions

A derivative action is a lawsuit brought by a shareholder on behalf of the company itself, typically against officers or directors who have harmed the company through mismanagement, self-dealing, or other misconduct. Unlike a direct action, where the shareholder sues for harm to themselves, a derivative action seeks to remedy harm to the company — and any recovery goes to the company, not to the individual shareholder. Derivative actions have specific procedural requirements, including demand requirements and the potential for special litigation committees, that make them procedurally complex.

Minority Shareholder Oppression

Minority shareholders in closely held businesses are vulnerable to abuse by the controlling shareholders. Common forms of oppression include freezing minority shareholders out of management and decision-making, withholding dividends while paying excessive compensation to controlling shareholders, diluting minority ownership through new issuances, terminating minority shareholders from employment with the company, diverting business opportunities away from the company, and engaging in transactions that benefit the controlling group at the expense of the minority.

Breach of Fiduciary Duty by Officers & Directors

Officers and directors of closely held companies owe fiduciary duties to the company and, in many cases, directly to the other shareholders. When they breach those duties — through self-dealing, waste, usurpation of corporate opportunities, or other misconduct — the affected parties may have claims for damages, injunctive relief, and other remedies. These cases require detailed analysis of the officer's or director's conduct, the applicable standard of care, and the financial impact of the breach.

Corporate Dissolution & Buyout Disputes

When a closely held business cannot continue to operate because of deadlock among the owners or because the majority is oppressing the minority, dissolution may be the only viable option. Dissolution proceedings involve the winding up of the company's affairs, the liquidation of its assets, and the distribution of the proceeds to the owners. Buyout disputes arise when one owner or group of owners wants to buy out the others, and the parties cannot agree on price, terms, or both. These disputes frequently involve contested valuations and complex tax issues.

The Overlap with Estate Litigation

Corporate and shareholder disputes frequently intersect with estate litigation. When a business owner dies, their ownership interest passes to their estate and eventually to their heirs. If the remaining owners and the heirs disagree about the value of the interest, the heirs' role in the business, or how the ownership transition should be handled, the result is a dispute that involves both corporate law and estate law simultaneously.

Similarly, family businesses are often at the center of estate disputes. Siblings who inherit a family business may have very different visions for its future. A surviving spouse may have different interests than the decedent's children from a prior marriage. And the business's operating agreement or shareholders' agreement — if one exists — may contain buy-sell provisions, restrictions on transfer, and other provisions that interact with the estate plan in ways that create additional complexity.

The firm's ability to handle both corporate litigation and estate litigation allows it to address these overlapping disputes comprehensively, rather than treating the corporate issues and the estate issues as separate matters that happen to involve the same people and the same assets.

If you are involved in a corporate or shareholder dispute, the inquiry form is the best place to start.