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Shareholder Disputes

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Our lawyers have decades of experience handling disputes over ownership of companies.

Disputes involving the ownership, finances, and governance of businesses often are referred to as shareholder disputes even if the equity in question does not involve shares of a corporation’s common or preferred stock. In addition to corporate-shareholder disputes, these disputes can arise in general partnerships, limited partnerships, limited-liability companies, and other corporate entities.

Shareholder disputes can take the form of disagreements between equity holders in a closely held organization as well as proxy battles in the case of publicly traded corporations. Equity holders may assert direct or derivative claims, and the distinction between the claims can be critical. Unique statutory and common-law — and less understood measures including Special Litigation Committees as well as advancement and indemnification provisions — cause shareholder disputes to be perilous for the inexperienced trial attorney or litigator.

We have handled sophisticated shareholder disputes for decades. We have represented public companies in shareholder disputes as well as private, closely held, and/or family-owned businesses. We are well acquainted with the special procedures, laws, and dynamics presented in these cases. We have dealt with Special Litigation Committee proceedings in litigated matters. And we have experience handling these matters with parallel legal proceedings, including enforcement proceedings, in the background.

Representative examples

  • Represented shareholders of telecommunications firm in lawsuit against management of company that involved over $185 million of claimed damages and allegations of fraud, breach of fiduciary duties, and shareholder oppression
  • Represented officer of healthcare company in shareholder-derivative lawsuit seeking in excess of $1 billion in damages and involving allegations of fraud and breach of fiduciary duty
  • Obtained summary judgment on behalf of the president of transportation firm in shareholder dispute where the plaintiff claimed damages in excess of $10 million
  • Represented officer and shareholder of electrical contractor in shareholder dispute involving allegations of breach of fiduciary duty and shareholder oppression
  • Represented officer and shareholder of construction firm in shareholder dispute involving allegations of breach of fiduciary duty and shareholder oppression
  • Represented officer and shareholder of marketing firm in shareholder dispute involving equity ownership, breach of fiduciary duty, and shareholder oppression
  • Represent[ed] former officer and shareholder of manufacturing firm in shareholder dispute involving allegations of unlawful squeeze-out scheme, breach of fiduciary duty, and shareholder oppression
  • Represented president of security firm in shareholder dispute involving allegations of breach of fiduciary duty and shareholder oppression
  • Represented officer of manufacturing firm in shareholder dispute involving allegations of breach of fiduciary duty, and
  • Won summary judgment representing for officers of corporation on the basis that the claims were barred by the business-judgment rule (affirmed by Minnesota Court of Appeals)
  • Obtained summary judgment in shareholder dispute regarding equity ownership of closely held hospitality firm
  • Won trial verdict in favor of client separating from business partner of 40+ years, defeating adversary’s main claims and prevailing on key elements of $13 million dispute