When Majority Owners Turn on Their Partners In closely held corporations and limited-liability companies, majority owners sometimes forget that they owe duties to their partners. We see the same pattern again and again: a founder who built a business is gradually cut out of key decisions, denied access to financial…
Summary: After a founder dies, survivors often pivot from “we have a buy‑sell” to “we can force a redemption under the articles.” Courts care about doing it right—and about protecting the estate’s reasonable expectations. Start with the contract you actually signed.A written buy‑sell controls if it exists and is enforceable.…
Under the Illinois Uniform Partnership Act (IUPA), all partners are liable for any wrongful act or omission by any partner (In re Keck, Mahin & Cate, 274 B.R. 740 (2002)), (Bane v. Ferguson, 707 F.Supp. 988 (1989)). This includes acts that occur in the ordinary course of the partnership’s business or are…
Choosing the right law firm to protect your minority interests in a closely held company is crucial, particularly when it comes to addressing breaches of fiduciary duty. DiTommaso Lubin is a firm that you might consider for several reasons: Concentration in Business Litigation: Firms like DiTommaso Lubin that concentrate in…
In Illinois, the concept of LLC member or shareholder oppression is generally conceived as actions that are “illegal, oppressive, or fraudulent”. For shareholders of a corpo”ration that has no shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a…
In the complex and often contentious world of business, minority shareholders and LLC members can sometimes find themselves sidelined, oppressed, or unfairly treated. In such situations, securing legal representation that is not only skilled in business law but also deeply understands the nuances of minority shareholder and LLC member rights…
In the business world of closely held companies in Illinois, minority shareholders often find themselves vulnerable to what is known as a “freeze out” or “squeeze out.” This blog post delves into this phenomenon, exploring what it means, how it happens, and the legal backdrop in Illinois that governs such…
In closely held companies, particularly LLCs and corporations with a limited number of shareholders, the issue of compensation for owners and shareholders can be a legal minefield. A significant concern arises when majority owners, often also serving as executives, award themselves excessively high salaries or compensation. This practice, while appearing…
In Illinois, the situation regarding LLC minority members bringing a derivative lawsuit for member oppression is quite specific. The Illinois Limited Liability Company Act allows LLC members to file a derivative action to protect the interests of the LLC. This is particularly relevant when the LLC itself has a cause…
When a shareholder or LLC (Limited Liability Company) member faces a “freeze-out” or “squeeze-out,” they are typically being pushed out of the company’s decision-making process or their economic interests are being diminished. This can be a challenging and complex situation, requiring a careful and strategic approach. Here are some general…