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Shareholder & Partnership Disputes

Greenbaum represents both majority and minority business owners in shareholder disputes and partnership disputes. We act on behalf of majority and minority business owners in disputes involving business relationships and operations, including those related to business strategy and financial decisions, profit distribution, operational issues, departure or expulsion of a business owner, misappropriation of business assets, and the enforcement of shareholder or operating agreements and/or by-laws. We represent clients in alternative dispute resolution (ADR) proceedings including mediation and arbitration forums.

The firm defends companies and their constituents in breach of fiduciary duty claims concerning allegations of self-dealing or the misappropriation of business assets. Our team litigates claims of oppression, in which a minority shareholder claims that they were denied access to company information, restricted from management decision-making, deprived of their reasonable economic or financial expectations or wrongfully terminated. We also assist both majority and minority stakeholders in valuation, buy-out disputes, and contractual disagreements.

Representative Matters

  • Successfully resolved a contentious shareholder oppression case at trial and secured for an alleged oppressed minority member of a dissolving LLC a multiple seven-figure settlement figure that was nearly triple the damages calculation of the client’s expert and included an allocation for the entirety of the client’s attorneys’ fees and costs.

  • The firm was a member of a unified four-firm team defending a physician shareholder and corporate officer of a neurology practice in $1.1 million creditor litigation alleging breach of contract and fraudulent conveyance against the practice and four individual physicians. The legal team secured dismissal without prejudice of all claims against the individual physicians; litigation remains ongoing against the practice, with continued efforts to reassert claims against the physicians.

  • Represented the co-founder/CEO and 50% shareholder of a prominent emergency physician group in litigation against the other 50% owner seeking injunctive relief, oppressed shareholder remedies, and damages for fraud, breach of fiduciary duty, breach of loyalty, and mismanagement.
  • Represented a 25% owner of multiple related small businesses in litigation against principal owners alleging, among other claims, violations of the New Jersey Oppressed Shareholder Statute.
  • Mediation of a partnership dissolution involving asset distribution, sale of business real estate, employee retention, and alleged misappropriation of partnership assets.

Published Cases

  • In Parker v. Parker (2016), successfully represented the plaintiff in litigation involving New Jersey’s Oppressed Shareholder Statute before the New Jersey Chancery Division. The case involved two brothers, both 50% shareholders in two businesses, operated jointly on a single piece of property controlled by a limited partnership also owned by the brothers but operated independently, with no functional operating agreement in place. The court ruled that the defendant had “oppressed” the plaintiff, who suffered significant financial losses, by breaching his fiduciary duty and acting in bad faith.   

Of Interest