Summary: Law firms and professional companies are businesses too. When lawyer‑owners divert funds, freeze out a co‑owner, or weaponize firm control, a derivative suit or oppression claim can be the right tool—if you respect both corporate law and the professional‑ethics overlay.
Typical patterns we see:
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Unilateral transfers disguised as “distributions” or “draws.” Bank statements and ACH histories are the first stop; courts expect contemporaneous paper (or pixels) to back up allegations.
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Access choke‑points. Changing login credentials to trust accounts, practice‑management billing, or accounting software is a hallmark of a freeze‑out. Immediate injunctions can restore access and stop dissipation.
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Mixing direct and derivative claims. A lawyer‑member’s “personal” grievance is often the company’s harm in disguise. Keep the derivative and individual lanes clean to survive motions to dismiss.
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What to plead and prove:
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Derivative standing (and demand/futility). Say who controls the firm, why a demand would be futile, and what records you sought before filing.
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Statutory backbone. For LLC law practices, cite 805 ILCS 180/40‑1 (derivative actions) and the LLC Act’s fiduciary duties and information rights (15‑1, 15‑3, 15‑5). For PC/corporate forms, remember the oppression statute (12.56) and corporate records rights.
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Remedies that actually help. Courts can impose constructive trusts on misdirected funds, order real‑time access to trust‑accounting and billing systems, and enjoin further unilateral withdrawals while the case proceeds.
Ethics and privilege concerns:Expect fights over privilege, work product, and confidentiality (client data live in your exhibits). Frame targeted, least‑intrusive relief to get what you need without exposing client confidences; propose protective orders and data‑minimization protocols.
Open the books. Offering a records review under the inspection statutes or OA can undercut futility and show there’s no misappropriation to begin with.
Bottom line: Whether you’re suing lawyers derivatively or defending a firm and its partners, the playbook blends injunction practice, derivative‑pleading precision, and a careful approach to privilege.
We bring and defend derivative and oppression claims involving professional firms, including claims against lawyers who harm their own companies. If you need emergency access orders, constructive trusts, or a precise 2‑615 defense, we’re ready. Contact our trial team at 630-333-0333 or online to discuss next steps.