Disputes between the owners of a closely held business are among the most personal cases in commercial litigation. The other side is not a stranger — it is a co-founder, a sibling, a decades-long business partner. I have spent my career litigating these "business divorces," and I know both the law and the human dynamics that drive them.
The problem: control without accountability
In a public company, an unhappy shareholder can simply sell. In a closely held corporation or LLC there is usually no market for your shares — which means a majority owner who controls the board, the books, and the payroll can make a minority owner's investment nearly worthless while extracting the company's value for themselves. Illinois law recognizes this danger and gives minority owners real remedies.
Matters I handle
- Minority shareholder oppression — claims under the Illinois Business Corporation Act where those in control act in a manner that is illegal, oppressive, or fraudulent toward minority shareholders, including remedies up to buyouts and, in extreme cases, dissolution.
- Squeeze-outs and freeze-outs — terminating a minority owner's employment, cutting off distributions while paying insiders inflated salaries, diluting equity through sham issuances, or denying access to books and records.
- Breach of fiduciary duty — self-dealing, usurped corporate opportunities, hidden related-party transactions, and misuse of company assets by officers, directors, managers, or controlling owners.
- LLC member and partnership disputes — actions under the operating agreement, the Illinois Limited Liability Company Act, and the partnership statutes, including accountings, derivative claims, and judicial dissolution.
- Shareholder inspection demands — enforcing (or responding to) statutory demands to examine corporate books and records, often the critical first move in an ownership fight.
- Deadlock — 50/50 ownership structures where the owners can no longer agree and the business itself is the hostage.
For majority owners and companies, too
These cases have two sides, and I have litigated both. Not every unhappy minority owner is oppressed, and not every business judgment is a breach of duty. If you control a company facing accusations from a departing or disgruntled co-owner, early strategic decisions — about distributions, records access, and communications — can make or break the defense.
What resolution looks like
Most ownership disputes end in a restructured relationship or a buyout, not a courtroom verdict. But the buyout price depends entirely on leverage, and leverage is built through the litigation: the fiduciary duty claims that survive dismissal, the records that surface in discovery, the credible threat of trial. My job is to build that leverage efficiently and then convert it into an exit on terms that reflect what your stake is actually worth.