Shareholder & Partnership Disputes

New Jersey Shareholder Dispute Lawyer

We represent shareholders, partners and LLC members across New Jersey whose control, income or equity is under threat, and we prepare every case for trial from the first day so the people shutting you out of your own company have to answer for it.

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When Your Partners Start Running the Company Without You

It usually starts quietly. Meetings happen without you, distributions stop arriving, and questions about the books go unanswered. As New Jersey shareholder dispute lawyers, we step in when an owner's stake in a closely held business is being squeezed, and we move quickly to stop the damage while the dispute is decided.


Our shareholder and partnership work is part of our broader practice in business disputes and commercial litigation, and it draws on the same trial-ready approach we bring to every commercial case.

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Shareholder Disputes We Handle for New Jersey Business Owners

Most shareholder conflicts come down to control, money or information. The disputes we see most often include:

  • Freeze-outs, where majority owners use their votes to push a minority owner out of the business
  • Exclusion from management, board seats or officer roles you were promised
  • Withheld dividends and distributions while insiders keep drawing salaries and perks
  • Denied access to the company's books, records and financial statements
  • Self-dealing, including related-party contracts and diverted company opportunities
  • Breach of fiduciary duty by directors, officers or controlling shareholders
  • Disputes over shareholder agreements, buy-sell terms and buyout valuation


Each of these can threaten the value of what you built, and many can be stopped or reversed if you act before the other side completes the move.

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Shareholder Oppression in NJ: What the Law Protects

New Jersey gives minority owners of closely held corporations real protection. Under N.J.S.A. 14A:12-7, a shareholder in a corporation with 25 or fewer shareholders can ask the Superior Court for relief when those in control have acted fraudulently or illegally, mismanaged the company, abused their authority, or treated minority shareholders oppressively or unfairly.


That protection covers you in more than one role. The statute looks at how you have been treated as a shareholder, a director, an officer and an employee of the company.


When a court finds oppression, the remedies it can order include:

  • A buyout of your shares at fair value
  • Appointment of a custodian to manage the company's affairs
  • Appointment of a provisional director to break a deadlock on the board
  • Dissolution of the corporation


In practice, the threat of these remedies is often what brings a controlling shareholder to the table for a fair buyout.

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A Partnership Dispute Lawyer in NJ for Partners Being Pushed Aside

Partnerships run on trust, and when that trust breaks down, the partnership agreement and New Jersey's partnership law decide who gets what. We represent partners in general and limited partnerships, professional practices and family businesses in disputes involving:


  • Breaches of the partnership agreement, including missed capital contributions and unauthorized decisions
  • A partner diverting clients, contracts or opportunities to a side business
  • Demands for a full accounting of profits, draws and partnership expenses
  • Dissociation of a partner and the buyout that follows
  • Winding up and dividing the assets when a partnership ends


Whether you want to stay in and restore your rights or get out with a fair share, we build the case around the agreement, the money and the leverage you actually have.

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LLC Member Disputes in New Jersey

LLC members have their own set of rules. Member conflicts are governed by the operating agreement and the New Jersey Revised Uniform Limited Liability Company Act. We handle LLC disputes involving:

  • Enforcement of operating agreement terms on voting, distributions, transfers and buyouts
  • Wrongful expulsion or attempted removal of a member
  • Deadlock between members that leaves the company unable to act
  • Misconduct by a managing member, including self-dealing and mismanagement
  • Members' statutory rights to company information and to seek relief from oppressive conduct


When an operating agreement is silent or unclear, the statute fills the gaps, and a court can order remedies that range from specific relief to a buyout or dissolution of the company.

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When You Are Both an Owner and an Employee

In many closely held companies, the owners also work in the business. When a dispute turns ugly, a minority owner may be fired, stripped of salary or pushed out of a role at the same time the others take control of the equity.


Those facts can support claims beyond the ownership dispute. Because we also practice employment law litigation, we evaluate both sides of your situation together, so a termination claim and an oppression claim are built to reinforce each other rather than handled as separate problems.

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Emergency Relief When Control of the Company Is at Stake

Some disputes cannot wait for a trial. If the other side is about to call a vote to remove you, transfer company assets or rewrite ownership, we can seek temporary restraints and a preliminary injunction to preserve the status quo while the case moves forward.


Emergency applications in shareholder and LLC disputes are commonly used to stop:

  • An unauthorized vote, election or removal of a member, officer or director
  • The transfer, sale or encumbrance of company assets
  • Changes to ownership percentages or voting rights
  • Continued denial of access to books, records and accounts


Timing matters. These applications are often filed within days of the triggering event, and we explain how New Jersey courts evaluate them in our guide to preliminary injunctions in New Jersey membership disputes.

How We Approach Shareholder and Partnership Cases

Every business breakup is different, and the right outcome might be a negotiated exit, a court-ordered buyout or a full trial. Our process keeps every option open:

Step 1

Review the governing documents and the financials

We start with the shareholder agreement, partnership agreement or operating agreement, along with the company's books, tax returns and distribution history, to identify your rights and where the other side has crossed the line.

Step 2

Pursue a clean exit where it serves you

When a negotiated buyout or separation gets you a fair result faster, we pursue it through direct negotiation and mediation, backed by a case that is already prepared.

Step 3

Litigate when the other side will not be fair

If negotiation stalls, we file in the Superior Court or federal court, or proceed in arbitration where your agreement requires it, and we take the case to trial when that is what it takes.


What business owners get when they work with us:

  • A litigation-first firm that prepares every case as if it will go to trial, which gives you leverage at the negotiating table
  • Experience in New Jersey state and federal courts, arbitration and mediation
  • Big-firm sophistication with personal attention from the attorneys handling your case
  • Recognition by Best Lawyers from 2018 through 2025 and by Super Lawyers from 2019 through 2025

Steady Counsel for Difficult Business Situations

Business owners come to us in the middle of some of the most stressful conflicts of their careers. Here is how one client describes working with Kathryn Schwartzstein:


"We've had the privilege of working with Kathryn Schwartzstein for the past 5 years and we are very satisfied with her exceptional legal expertise. Kathryn has always made herself available which is invaluable during stressful times. With her patience and understanding, Kathryn has helped us navigate some very difficult business situations with a steady hand and clear advice." Pat F.


Smith + Schwartzstein has been recognized by Best Lawyers every year from 2018 through 2025 and by Super Lawyers every year from 2019 through 2025, and our attorneys bring more than twenty years of experience representing individuals and small to midsize businesses. Learn more about our attorneys.

Questions New Jersey Owners Ask About Shareholder and Partner Disputes

  • Can a majority shareholder force out a minority shareholder in New Jersey?

    Majority shareholders can make ordinary business decisions, but they cannot use their control to oppress or freeze out a minority owner of a closely held corporation. Under N.J.S.A. 14A:12-7, a minority shareholder in a New Jersey corporation with 25 or fewer shareholders can ask a court for relief from oppressive or unfair treatment. Remedies can include a court-ordered buyout at fair value, a custodian or provisional director, or dissolution.

  • What counts as shareholder oppression in New Jersey?

    Shareholder oppression generally means conduct by those in control that frustrates a minority shareholder's reasonable expectations as an owner, director, officer or employee. Common examples include cutting a shareholder out of management, stopping distributions while insiders keep getting paid, denying access to financial records, and self-dealing. Whether specific conduct rises to oppression depends on the facts and the company's governing documents.

  • How do I get bought out of an LLC in New Jersey?

    Start with your operating agreement, because many agreements set out buyout triggers, valuation methods and payment terms. If the agreement is silent or the other members refuse to deal fairly, New Jersey's Revised Uniform Limited Liability Company Act allows a member to seek court relief, and a court can order remedies short of dissolution, which may include a buyout. In many cases a well-prepared claim leads to a negotiated exit before trial.

  • My business partner locked me out of the company. What can I do?

    Act quickly, because a lockout often comes just before a vote, an asset transfer or a change in ownership. You may be able to seek temporary restraints and a preliminary injunction to restore your access and freeze the status quo while the dispute is decided. Gather your agreements and any records you still have, and speak with a business litigation attorney as soon as possible.


  • Can a court dissolve a business partnership in New Jersey?

    Yes. A New Jersey court can order a partnership wound up in certain circumstances, such as when a partner's conduct makes it impractical to carry on the business together or the partnership's purpose can no longer be achieved. Corporations and LLCs can also be dissolved by court order in oppression or deadlock cases. Courts often prefer alternatives such as a buyout, so dissolution is usually one of several remedies on the table.

Frozen Out Is Not the End of the Story

You built part of this business, and New Jersey law gives you real tools to protect your share of it. Whether you need an emergency order this week or a fair exit over the coming months, we are ready to act. Contact our Summit office at 4 Chatham Road for a free consultation, or reach us at our One World Trade Center office for matters in New York.