Close

Articles Posted in Shareholder Oppression

Updated:

Minority Shareholder & LLC Member Oppression in New Jersey (Guid)

NJ Minority Shareholder & LLC Oppression — Guide New Jersey law gives minority shareholders in close corporations and LLC members powerful remedies when those in control act oppressively—from injunctions to court‑ordered buyouts at fair value. This guide explains what counts as “oppression,” how courts analyze remedies and valuation, and how…

Updated:

Controlling Shareholders owe Fiduciary Duties to Minority Members

The controlling shareholders of a corporation owe fiduciary duties to the minority shareholders by virtue of their ability to control the affairs of the company. Even when a merger complies with statutory requirements, where it benefits the controlling shareholders and does not have an apparent business purpose, it must also…

Updated:

Single Business or Amalgamation Theory Applies to Related Businesses

The Single Business Theory permits a court to treat related businesses as though they were one enterprise. Courts apply the single business theory in rare cases to prevent injustice. Pertuis v. Front Roe Rests., Inc., 2018 S.C. LEXIS 85 (2018) Statutes: S.C. Code Ann. § 33-18-420; S.C. Code Ann. §…

Updated:

Shareholder Oppression is Frustration of Minority Shareholder’s Reasonable Expectations

This seminal case by the New Jersey Supreme Court identifies minority oppression as the frustration of a shareholder’s reasonable expectations. A court may order the compelled purchase of a shareholder’s interest as a remedy for shareholder oppression when it is the only practical alternative to judicial dissolution. The minority shareholder…

Updated:

Minority Shareholder’s Silence Waives Oppression Claim

It was the stuff of which a good minority oppression claim is easily cooked up.  The party in control of the corporation had used the corporate bank accounts as his personal piggy bank while operating a competing business, paid himself inflated office rents and bankrolled an extra-marital affair with money…

Updated:

Oppressed Shareholder Wins $750,000 Fee Award

An oppressed minority shareholder was awarded approximately $750,000 in attorneys fees and expert expenses — some eight times the amount of the buyout — even though the majority had good reason to fire him from his position as the corporation’s CEO. Fee Award Under Oppressed Shareholder Statute to Selling Shareholder…

Updated:

No Shareholder Oppression in Refusal to Buy Minority Interests

Holding a family business together gets more difficult as time passes, as this recent opinion from the Appellate Division demonstrates.  A rift between the family members still working for, and in control of H. Schultz & Sons, resulted in the minority members who stopped receiving dividends while the company was…

Contact Us