Skip to content

Practice

Co-owner disputes

For partners, LLC members and shareholders in closely held companies who can no longer run the business together, whether you want out, want them out, or want to be paid fairly.

  • Buyouts and valuation

    What a departing owner’s share is worth, who decides, and whether the agreement’s formula still makes sense years later.

  • Deadlock

    Two owners, equal votes and no way forward. Agreements often say what happens next; many say nothing, and then a court may have to.

  • Breach of duty and self-dealing

    A partner pays himself first, steers work to his own company or opens a competitor down the street.

  • Departures and client lists

    Who keeps the customers, the phone number and the name on the door when one owner leaves.

What usually settles these cases

Co-owner fights feel personal because they are. But they rarely end with a verdict; they end with a price. My job is to make sure the price reflects what the company is worth and what the agreement actually says.

That means getting the books early, often with an outside accountant, and reading the operating agreement or bylaws as closely as the other side will.

Where a business can still be saved, I’ll say so. A quiet buyout often keeps more value in the company than two years of litigation over it.

Asked about this kind of case

We never signed an operating agreement. What rules apply?

The state’s default rules for your kind of company fill the gaps. They may not be what either of you assumed, which is often where the dispute starts.

Can I be locked out of my own company?

Your rights to see the books and take part in decisions depend on your agreement and on the law that governs your company. Lockouts can often be answered quickly in court.

Do you represent the company or me?

You, the owner. The company usually needs its own lawyer in these disputes, and I’ll explain why at the first meeting.

Bring the operating agreement, if there is one

And the last two years of statements. With those, I can tell you where you stand.