Shareholder Dispute Attorney In Syracuse
When a co-owner shuts you out of decisions, profits or the books, the business you built no longer feels like yours. Attorney Terry Kirwan has handled complex shareholder disputes since 1992 and was selected to the 2025 New York Super Lawyers list. His daughter, attorney Lauren Kirwan, now works with him at Kirwan Law, which makes ours a family practice.
Working with a shareholder dispute attorney in Syracuse starts with knowing which laws apply to your close corporation dispute.
Minority Shareholder Oppression Under New York Law
Under New York Business Corporation Law §1104-a, holders of at least 20% of the voting shares in a non-publicly traded corporation can petition a court for dissolution when those in control engage in illegal, fraudulent or oppressive conduct, or loot or waste corporate assets. New York courts define oppression as conduct that substantially defeats the reasonable expectations a minority shareholder had when investing in the company, such as a salary, a role in management or a share of the profits.
Dissolution is not the only remedy. A court can also order a buyout of the minority’s shares or fashion another equitable remedy. A minority shareholder oppression lawyer can explain each one.
Shareholder Buyouts And Fair Value Disputes
Many business divorce cases end in a buyout through a shareholder agreement, a negotiated deal or New York Business Corporation Law §1118. That law lets the company or other shareholders choose to buy the filing owner’s shares at fair value, usually within 90 days of filing. A dispute does not have to end a business.
The price is often the real fight. Fair market value asks what an outside buyer would pay for a minority stake. Fair value treats the shares as a proportionate share of the business as a going concern. New York courts do not apply a minority discount when setting fair value, though they may apply a discount for lack of marketability.
Breach Of Fiduciary Duty Between Business Partners And Shareholders
In a close corporation, majority shareholders owe minority owners honest dealing and loyalty. Officers and directors owe the company duties of care and loyalty. Common breaches include:
- Self-dealing: Steering company contracts to a partner’s side business may support a shareholder derivative lawsuit brought on the corporation’s behalf.
- Withheld profits: Halting distributions while raising insider salaries can support a direct claim or an oppression petition.
- Freeze-outs: A freeze-out or squeeze-out shareholder tactic, such as board removal or locked records, can support a §1104-a petition.
A deadlock between business partners with equal stakes may support a separate petition under §1104. These disputes fall within our commercial law practice.
Get Answers About Your Rights As A Syracuse Business Owner
Our attorneys represent owners in Syracuse and throughout central and upstate New York. Call us at 315-741-5946 or arrange a meeting with our attorneys to discuss your options.