Shareholder Disputes

Shareholder Dispute Lawyer in Garden City

Litigation Counsel for Closely Held Corporation Conflicts in Nassau County, NY

Shareholder disputes can put everything at stake: control of the company, access to profits, and the direction you’ve worked to build. In closely held corporations, where ownership is concentrated among a small group, disagreements over management, finances, or the future of the business can escalate quickly. We represent business owners in Garden City, Nassau County, and across the NYC metro area who are navigating these conflicts and need counsel that understands both the legal landscape and the business consequences of every decision.

These disputes commonly involve breach of fiduciary duty by officers or controlling shareholders, minority shareholder oppression, deadlock among owners, or denial of access to corporate books and records. Each situation carries different legal options and different risks depending on how you’re positioned in the ownership structure.

If you’re facing a shareholder conflict in Nassau County, don’t wait for the situation to worsen. Call (646) 904-4497 to schedule a confidential consultation with our litigation team.

Why Nassau County Business Owners Work With Snider & Drachlis PLLC

John Snider, our managing partner and litigation department head, regularly handles partnership and shareholder disputes, breach of contract claims, business torts, and real estate litigation. He was selected to the Super Lawyers Rising Stars list from 2023 through 2025, a recognition based on peer nominations and independent research. His approach pairs courtroom readiness with a business-minded read on what a dispute actually means for your company, not just the case file.

Our firm brings over 35 years of combined legal experience to individuals and businesses throughout Nassau County and New York County. We deliberately keep our caseload focused so clients reach their attorney directly, without navigating layers of staff or waiting days for a callback. We also offer legal support in English, Spanish, and Portuguese.

Common Triggers in Shareholder Disputes

Most shareholder conflicts in closely held New York corporations trace back to a handful of recurring issues. The type of dispute matters because it shapes which legal tools are available.

  • Breach of fiduciary duty: Officers, directors, and controlling shareholders owe duties of loyalty and care to the corporation and its owners. Self-dealing, misuse of corporate assets, or steering business opportunities away from the company can all give rise to claims.
  • Minority shareholder oppression: When majority owners freeze a minority shareholder out of profits, deny access to financial records, or divert corporate assets for their own benefit, that conduct can constitute oppression under New York law.
  • Deadlock: When director or shareholder factions are so evenly divided that the corporation’s management is effectively paralyzed, the company may be unable to function or make necessary decisions.
  • Books and records disputes: Shareholders generally have the right to inspect corporate books and records, though the corporation may require a showing of good faith and proper purpose before granting access.
  • Shareholder agreement conflicts: Disputes arise with or without a formal shareholder agreement. When no agreement addresses the conflict, New York’s Business Corporation Law and common law govern the outcome.

Remedies Available Under New York Law

New York’s Business Corporation Law provides several statutory paths for resolving shareholder disputes. The right approach depends on the facts of your situation. What follows is general background on how those options work, not a prediction of what any particular case will produce.

Judicial Dissolution & Buyout Alternatives
Under Business Corporation Law Section 1104-a, shareholders holding 20% or more of a corporation’s outstanding voting shares may petition for judicial dissolution on grounds of oppressive conduct, illegal or fraudulent acts, or looting and waste of corporate assets. Deadlock-based dissolution under Section 1104 generally requires holders of at least 50% of voting shares. Before dissolution occurs, Section 1118 allows the corporation or other shareholders to elect to purchase the petitioning shareholder’s shares at fair value, subject to court supervision, as an alternative to winding the company down.

Direct & Derivative Claims
A shareholder can bring a direct claim for personal harm caused by conduct affecting their individual ownership rights. Claims for harm to the corporation itself, such as waste of corporate assets or a breach of fiduciary duty that damaged the company, are brought derivatively on behalf of the corporation. Beyond dissolution, available remedies include monetary damages, injunctive relief, and court appointment of a custodian to manage operations.

How a Shareholder Dispute Proceeds in Nassau County

Nassau County Supreme Court, located in Mineola, maintains a Commercial Division that handles complex commercial matters, including disputes over the internal affairs of business organizations. Most shareholder disputes in our area pass through that court when litigation becomes necessary.

Before filing, a shareholder may need to make a formal written demand addressing the grievance or requesting inspection of corporate records. Judicial dissolution proceedings begin with a verified petition filed in New York Supreme Court. The corporation or other shareholders can then oppose the petition, elect to purchase the petitioner’s shares, or proceed to discovery. Discovery in these cases typically centers on financial records and business valuation. Many disputes resolve through a negotiated settlement or buyout rather than a contested hearing, but being prepared to litigate can help move the other side toward a fair resolution.

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We Represent Both Sides of the Conflict

Shareholder disputes don’t follow a single pattern. We represent business owners and shareholders on both sides: whether you hold a controlling interest and are facing challenges to how you’ve managed the company, or a minority stake and feel frozen out of decisions and distributions.

Minority owners in closely held corporations face a particular challenge: they often lack the voting power to change company decisions and have no ready market to sell their shares. That combination can leave them exposed to being cut out of profits or management without an obvious exit. Controlling owners and boards face a different set of pressures, including litigation from shareholders whose claims rest on misunderstandings of what management authority actually permits.

When the corporation is family-owned, these disputes carry additional weight. Business disagreements become personal ones, and a sound legal strategy has to account for relationships and dynamics that extend well beyond the courtroom. Our experience handling partnership and shareholder disputes gives us a practical read on what resolution looks like in those situations and how to work toward it.

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