Shareholders, Dissolution, Fiduciary Duty

Over the Limit: Can Equity Trump the Certificate of Incorporation’s Share Cap?

Farrell Fritz, P.C. on 9/8/2025

We often remark anecdotally that disputes over ownership status—whether one is or is not an owner—seem far more common in the context of LLCs than corporations. The contrast between the often-permissive structure of the...more

Corporate Dissolution Petition Hits Back Burner in Favor of Earlier Filed Claims for Money Damages

Farrell Fritz, P.C. on 10/14/2024

The shareholder oppression claim under BCL 1104-a has a unique relationship with claims for money damages. A minority shareholder petitioning for dissolution under BCL 1104-a must establish that the majority shareholders...more

Business Divorce Nation: A Cross-Country Tour of Recent Decisions of Interest

Farrell Fritz, P.C. on 9/14/2020

There’s tremendous diversity from state-to-state when it comes to statutory and judge-made law in business divorce cases. The basic fact patterns one sees in cases from across the country, however, don’t vary nearly as much....more

Another Door Closes to Federal Court in Judicial Dissolution Cases

Farrell Fritz, P.C. on 1/13/2020

Not for the first time, I find myself intrigued by the federal courts’ resistance to hearing state law claims for judicial dissolution of business entities where subject matter jurisdiction otherwise exists based on diversity...more

Court Applies 'Corwin' and Upholds Board's Adoption of Dissolution Plan

Morris James LLP on 10/13/2016

Contract and fiduciary duty law intersect when how a board acts, including the vote required, is affected by a shareholder agreement. Such agreements are common to enable investors to protect their investment, either through...more

Client Agreement and Failure to Terminate Representation Under the Terms of Client Agreement Results in Firm's Disqualification...

Hinshaw & Culbertson LLP on 1/26/2016

Brief Summary - In 2013, three shareholders sued: (1) each other for breach of fiduciary duties; and (2) their company for involuntary dissolution. The law firm that represented one of the shareholders had been retained...more