Minority Shareholder Oppression Attorney | New Jersey Business Dispute Lawyer

Minority Shareholder Oppression Attorney for New Jersey Business Owners

When majority owners cross the line, you don’t have to accept a squeeze‑out. We represent minority shareholders in closely held corporations (and LLCs) —protecting voting power, access to information, dividends, and the value of your equity. If you’re being frozen out, we move quickly to preserve evidence, seek leverage, and pursue remedies that fit your goals, from negotiated buyouts to court‑ordered relief.

I am a lawyer, a certified valuation analyst, and a certified exit and succession planner. I have worked with closely held business owners and handled minority oppression cases throughout my career. Contact me with questions about managing your closely held business and protecting your rights as an owner.

What “oppression” looks like in real life

Shareholder oppression often hides behind “business decisions.” Red flags include:

Cutting you off from financials, minutes, or cap tables
Withholding or manipulating distributions while insiders raise salaries, rent to themselves, or divert opportunities
Reverse‑dilution or unfair recapitalizations that water down your stake
Termination from employment to pressure a cheap buyout in a company with no ready market for your shares
Lock‑outs from management or banking access; unilateral changes to bylaws or operating agreements
Related‑party deals, self‑dealing, or looting/waste of corporate assets

Many states give courts power to step in when conduct is “illegal, fraudulent, or oppressive”—language that originates in large part from the Model Business Corporation Act (MBCA) §14.30 and similar statutes adopted (with variations) across the U.S.

Quick reality check: The legal test varies by state. New Jersey, like most states, principally follows a “reasonable expectations” standard in applying the Business Corporations Act We’ll map your facts to the governing standard where your company is incorporated.

Do you have a claim? A simple 3‑part screen

You’re a minority owner in a closely held business (corporation or LLC) with no liquid market for your interest.
Those in control took actions that unfairly frustrate your basic ownership expectations (pay, participation, honest, access to information, distributions, or fair exit). Courts and statutes commonly frame this as “oppressive” or “unfairly prejudicial” conduct, though terms differ by state.
Harm + remedy fit. Your damages can be proved, and available remedies (buyout, dissolution, injunction, receivership, damages) align with your goals. Under MBCA‑style statutes, dissolution and other equitable relief are on the table if oppression is shown.

Remedies we pursue

Court‑ordered buyout at “fair value.” In MBCA jurisdictions and many states, courts can compel a buyout at fair value—often without minority or marketability discounts. Exact rules vary by statute and case law.
Judicial dissolution or alternatives to dissolution. Some statutes let courts dissolve a company for oppression or tailor less drastic cures (injunctions, appointing a custodian/receiver, re‑writing corporate actions).
Damages and fiduciary‑duty relief. Where statutory oppression is narrow or absent, we often plead breaches of fiduciary duty, diversion of opportunities, or waste, seeking damages and equitable relief. (Remedies and standing depend on the state and entity type.)
Access to books and records. We use inspection rights to surface transactions, related‑party deals, and valuation inputs.

Our playbook for leverage (and speed)

Fact & document triage (Days 1–7). We lock down emails, board materials, pay records, K‑1s, bank feeds, and cap table history.
Books‑and‑records demand & litigation hold. Preserve evidence; force disclosure of related‑party transactions and compensation.
Early valuation frame. If your endgame is a buyout, we anchor fair value on normalized earnings, adjustments for excess comp/perks, and, where applicable by law, the removal of minority/marketability discounts.
Dual track: Negotiation with credible trial posture. We seek injunctions where necessary (e.g., no further dilution, no asset sales) while engaging in business‑minded settlement talks.
Remedies calibration. We match relief to goals: stay-and‑be‑treated‑fairly, exit at fair value, or wind‑down under court supervision.

Why choose Jay McDaniel to Work on your Matter

Narrow focus: He leads the Business Divorce Practice Group at the Weiner Law Group, which focuses on shareholder, LLC members, and partner disputes in closely held businesses.
Valuation fluency: Jay McDaniel is certified as a valuation analyst by the National Association of Valuators and Analysts, with deep experience in valuation and accounting issues. He works seamlessly with appraisers and forensic accountants to quantify fair value and trace self‑dealing.
Pragmatic leverage: Tailor strategy for the facts and the jurisdiction (e.g., New York’s BCL §1104‑a vs. New Jersey’s broad statutory remedies available to oppressed minority shareholders).
Able to Handle the Buyout Transaction: Jay McDaniel is experienced in bringing the purchase to a closing under fair terms that recognize the rights of the minority shareholder to a stable economic future.
Discreet, decisive action: Protect your seat at the table—or your exit price.

Frequently Asked Questions

What is “minority shareholder oppression”? It’s conduct by those in control that unfairly prejudices minority owners—cutting them off from information, pay, or participation; diverting value; or forcing a low‑ball exit. Many states let courts remedy “illegal, fraudulent, or oppressive” actions in closely held companies; exact wording varies. What is the “reasonable expectations” test? Courts ask what a minority owner reasonably expected when investing—e.g., continued employment, distributions, a voice in management—and whether majority conduct frustrated those expectations without a legitimate business justification. Several states use versions of this test (terminology differs). Is “fair value” the same as “fair market value”? No. In buyouts ordered under MBCA‑style statutes, fair value excludes minority and marketability discounts unless there are extraordinary circumstances present. That difference will materially increase price. Can I force a buyout? Sometimes, if the facts are in your favor. Courts in New Jersey, unlike some other jurisdictions, have the authority to compel a buyout or provide alternative relief for oppression. Other remedies can include a sale of the company and division of the profits, dissolution, injunctions and approintment of a custodian or How is New Jersey different than other states in minority shareholder oppression cases? New Jersey judges have broad and flexible authority to fashion a final remedy that is specificallyl tailored to the facts and circumstances, including forcing the majorority shareholders to sell their interest to the oppressed minority in particularly egregious cases.

What to do right now (5 steps)

Stop negotiating alone.
Collect documents: equity grants, bylaws/operating agreement, board materials, W‑2/K‑1, bank authorizations, prior term sheets.
Document the pattern: dates, people, decisions, and resulting harm.
Don’t resign or sell until you understand leverage.
Talk to counsel for an action plan and litigation hold.

Case‑building checklist (you’ll use this with us)

Ownership % and vesting history
Employment terms and compensation changes
Distribution/dividend history vs. insider pay/related‑party deals
Board votes, minutes, consents, and cap‑table changes
Financial statements, GL detail, vendor lists, leases (insider?)
Communications showing exclusion or pressure tactics

Speak with a Minority Shareholder Oppression Attorney

If you’re being sidelined or squeezed out, timing matters. We’ll move to secure information, stabilize your position, and pursue the remedy that aligns with your objectives. Contact us to set up an initial review of your circumstance.