Shareholder and LLC Member Disputes in Closely Held Businesses

For more than 40 years, the attorneys at DiTommaso Lubin, P.C. have represented shareholders and LLC members in disputes involving ownership, control, and the future of closely held companies. These fights can determine who runs the business, who gets access to information, and how profits and losses are shared.

We represent both majority and minority owners in corporations, limited liability companies, and professional practices, prosecuting and defending claims in trial courts, arbitration, and on appeal.

Common Shareholder and LLC Member Disputes

Shareholder and LLC member disputes often arise over:

• Management and control of the company, including removal or appointment of officers, directors, or managers.
• Access to books, records, and financial information.
• Distributions, dividends, and compensation – whether controlling owners are paying themselves too much, paying minority owners too little, or withholding distributions altogether.
• Capital calls, dilution of ownership, and the issuance of new interests.
• Compliance with shareholder agreements, operating agreements, buy-sell agreements, and voting agreements.
• Succession planning and transition of control to the next generation in family-owned businesses.

Direct, Derivative, and Double-Derivative Actions

Disputes among owners may involve both direct claims (asserting harm to an individual owner) and derivative claims (asserting harm to the company itself). In some situations, “double-derivative” suits may be appropriate when a parent company is involved.

We help clients evaluate:

• Whether claims should be brought as direct, derivative, or both.
• How to satisfy statutory or contractual requirements for bringing derivative suits.
• How best to position claims and defenses to protect both ownership and the value of the business.

Protecting Majority and Minority Owners

We represent:

• Minority owners who believe they are being oppressed, excluded from management, denied information, or deprived of the benefits of ownership.
• Majority owners and managers accused of breaching fiduciary duties, misusing company funds, or freezing out minority owners.

Our experience on both sides of these disputes allows us to anticipate the other side’s tactics and build strong factual records and legal arguments.

Business-Focused Solutions

Most owners want a business-focused outcome – a fair buy-out, a clean separation, or governance changes that allow the business to move forward. We help clients:

• Negotiate buy-outs, redemptions, or restructurings.
• Pursue court-ordered accountings, inspections, or changes to governance.
• Seek or defend against temporary restraining orders and injunctions to preserve the status quo during litigation.
• Prepare for trial when settlement is not possible.

Talk With Our Shareholder and LLC Member Disputes Team

If you are a shareholder or LLC member involved in a dispute over control, compensation, or access to information in a closely held company, we encourage you to contact us.

Speak with attorney Peter S. Lubin or attorney James V. DiTommaso about your options.

Call 630-333-0333 or contact us through our online contact form to schedule a free consultation.

This page is for informational purposes only and does not constitute legal advice. Contacting us does not create an attorney–client relationship. Past results do not guarantee a similar outcome.