Partnership, LLC Member & Shareholder Disputes and Litigation

Partners, LLC members and shareholders in closely-held businesses and corporations generally enter into new ventures with enthusiasm and optimism as the parties work together to assure their mutual success. Oftentimes, drafting corporate formation documents at this stage is pro forma (for example, using generic forms from online business formation services), and none of the parties is focused on dispute resolution in the event the business venture fails or the parties cease to work cooperatively.

When disagreements do arise in your small business, complex legal issues involving corporate, contract and tort law may be involved. Zeldes, Needle & Cooper offers the services of seasoned business litigation attorneys with proven track records to help you navigate those disagreements. With an initial focus on negotiating amicable resolutions out of court, our attorneys are experienced and prepared to provide clients with full-service “business divorce” support to pursue and defend claims in court-based litigation, arbitration and/or mediation, with the goal of achieving the best possible outcomes for our individual and business clients. Whether your disagreement is resolved in New York or Connecticut state or federal courts, through FINRA or AAA arbitration proceedings, or through private mediation, our attorneys are well-versed in business law, especially in Connecticut, Delaware and New York, and we are prepared to guide you through the dispute resolution process, including addressing the following issues:

  • Management and control issues
  • Fiduciary duties and breaches
  • Conflicts of interest
  • Self-dealing
  • Derivative actions
  • Minority shareholder rights
  • LLC member rights
  • Partner rights
  • Management compensation issues
  • Unfair buy-out agreements
  • Failure to pay dividends or distributions
  • Management deadlocks
  • Member or shareholder freeze-outs
  • Appraisal rights

Some examples of the matters our attorneys have recently worked on include a LLC member management and compensation dispute between a New York City-based LLC and a Connecticut employee/member, litigated in federal courts in both Connecticut and New York; enforcement of a shareholder’s rights to access company information of a prestigious Fairfield County medical practice; exit strategies for LLC members and partners who have been forced out of businesses in Fairfield and Westchester Counties, and in New York City; and resolution of a shareholder freeze-outs of closely held corporations. We also provide expertise in business valuations, asset transfers/sales, partner/member withdrawals, and winding down of businesses. Our attorneys will meet with you, review your documents and discuss your legal options and business objectives to assess your best course of action.



Equal Members of a Two-member LLC Don’t Owe Each Other a Fiduciary Duty, Connecticut Court Holds