Hoffman, Einiger & Polland, PLLC.,

Title: Hoffman, Einiger & Polland, PLLC., Area: Business Law / New York Clicks: 1 Listing added: Jan 11, 2007

ELLIOT R. POLLAND 220 East 42nd Street New York, New York 10017 Phone: 212-338-0700 Fax: 212-338-0093 Corporation and Partnership Dissolution-Rights of Minority Shareholders "Breaking Up is Hard to Do". Nowhere is that phrase more true than in the dissolution of a business relationship. After years, and often decades, dedicated to a business, people often find that they can no longer get along with their partners, whether due to personality differences or different goals or expectations as to the direction the business should take. When there is equal ownership, either the entity becomes deadlocked and ceases to function, in which case judicial dissolution is available, or the partners/shareholders decide to dissolve the business, i.e. voluntary dissolution. However, when ownership is not equal, frequently the minority partner/shareholder finds that he/she is being forced out or squeezed out of the business, whether by unequal monetary treatment, being locked out of managerial participation or by more subtle, but no less effective, means. New York provides protection for shareholders who are being subjected to oppressive conduct by the majority shareholders of a corporation. In addition to shareholder derivative actions, and actions against the directors and officers for breach of their fiduciary duties, a minority shareholder can bring an action for dissolution of the corporation based on the oppressive conduct of the majority or looting or corporate waste. This provides a means of redress when a minority shareholderÂ’s "reasonable expectations" are not met. Obviously this area of law is complex and cannot be described fully here and consultation with an experienced business litigator is strongly suggested.