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Business Litigation
- Factors to Consider for your NY or NJ Partnership Agreement
- Quality Pleadings are Important If you are Involved in a New York Business Dispute
- Corporate Dissolution a Critical Tool for Small Business Owners Faced with a "Partnership Dispute" with a Controlling Shareholder
- Partnership Disputes in New York and New Jersey
- Factors to Consider When Hiring a Business Lawyer in New York or New Jersey
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Business Litigation
- Factors to Consider when Dealing with a Partnership or Shareholder Dispute in New Jersey
- New York Partnership Disputes: Fiduciary Duties and Obligations Between Partners and Shareholders
- Preliminary Injunctions and Temporary Restraints in New York and New Jersey
- The Significance of "Liquidated Damages" Provisions and How to Defend them in Litigation
- "Promissory Fraud" and Its Significance in Business Disputes in New York
Important Remedy Available to Minority Shareholders of a New York Corporation: Judicial Dissolution
If you are a minority shareholder in a closely-held New York corporation chances are that you have limited input in the management and affairs of the business that you "partially own". The typical minority shareholder is a passive investor looking to achieve a reasonable rate of return on his or her capital investment.
For the minority shareholder, depending on the terms and conditions of your shareholder agreement, your ability to influence business operations (including asset sales, employment contracts, loan obligations and other long-term obligations) may be limited and non-existent.
However, under New York law minority shareholders (owning and controlling no less than twenty (20%) percent of the stock) faced with acts of corporate abuse and misappropriation of corporate assets are granted the right to petition the courts for a corporate dissolution.
This is a critical right afforded to minority shareholders and is designed to provide majority shareholders from abusing their controlling interests. Pursuant to Section 1104-a of the New York Corporate Business Law, shareholders "representing twenty percent or more of the votes of all outstanding shares of a corporation..." may present a petition of dissolution on one or more of the following grounds:
- The directors of those in control of the corporation have been guilty of illegal, fraudulent or oppressive actions toward the complaining shareholders; or
- The property or assets of the corporation are being looted, wasted or diverted for non-corporate purposes by its directors, officers or those in control of the corporation.
For additional information and articles about New York Partnership and Shareholder Disputes we recommend the following articles by Charles N. Internicola:
Charles N. Internicola is an accomplished New York and New Jersey business litigation attorney who represents and defends the business interests of his clients in lawsuits involving business disputes, partnership disputes, trademark infringement and unfair competition. If you are involved in a business dispute and require the services of a seasoned business litigation attorney in New York or New Jersey, contact Charles N. Internicola, to discuss the litigation services that he offers. As a business attorney, Charles is the author of "An Entrepreneurs Guide to Purchasing a Business" and he is the publisher of the "New York Franchise Law Blog".
IMPORTANT DISCLAIMER: The information contained on this website is provided for general educational purposes only, should not be relied on as legal advice and does not serve to create an attorney client relationship. In utilizing this website you acknowledge that there is no attorney client relationship between you and Charles N. Internicola, Esq. and that the information contained on this site does not and cannot serve as a replacement for the competent legal advice of a licensed attorney in your state. The content of this website is subject to the Copyright of its author, Charles N. Internicola, Esq.
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