Shareholder and Fiduciary Duty Litigation

Few disputes cut closer to a company than a fight among its owners. A deadlock over control freezes decision-making. A fiduciary duty claim places leadership conduct and the company’s finances under scrutiny. And in a closely held business, it is rarely just business.

We represent majority and minority owners, companies, and individual officers, directors, managers, partners, and shareholders on both sides of these disputes, most often in closely held corporations, partnerships, and limited liability companies. Our matters often include minority-owner oppression and freeze-out claims, breach of fiduciary duty and derivative actions, deadlock, dissolution, and dissociation proceedings, books-and-records demands, special litigation committees, and enforcement of shareholder, operating, and buy-sell agreements. We litigate in Pennsylvania state and federal courts and in arbitration.

We start by helping clients assess their legal position and the business impact of the dispute, then build a strategy around each client’s goals and the pressure points in the matter.

Some disputes are resolved through negotiation, whether a buyout, a restructured agreement, or a separation of the owners. Others require immediate, aggressive action, such as seeking the appointment of a custodian or receiver, pursuing emergency injunctive relief, or launching litigation to wrest back control of a company. We prepare for either path from the outset and are ready to escalate when the situation demands it.

These cases turn on governance documents, such as shareholder agreements, operating agreements, buy-sell provisions, and often raise valuation, tax, and succession questions. When they do, we draw on the firm’s corporate, tax, and business planning attorneys for coordinated guidance.