Practice

Closely Held Business & Shareholder Disputes

Committed to our clients’ distinct interests

Closely held businesses are unique, both in how they operate and how disputes can arise. Foley Hoag’s attorneys understand the business and personal dynamics of these sophisticated organizations and have extensive experience advising clients before and after challenges come along.

The issues at play in these disputes are complex, intermingled and fast-moving, ranging from fiduciary duty claims, corporate freeze-outs, appraisal actions, derivative suits and/or governance litigation. Our firm partners with clients to help them avoid costly and unpredictable litigation through the preparation and negotiation of shareholder and buyout agreements. Along the way, we are committed to working with clients to manage costs, reduce risk and align strategy with business goals.

Areas of Focus

Our partnership and shareholder dispute lawyers have expertise in business matters, including:
  • Fiduciary duty claims, corporate freeze outs, appraisal actions, derivative suits and governance litigation
  • Counsel clients on avoiding litigation

Experience

  • We successfully represented a 50% stockholder on appeal following a jury verdict awarding $2.3 million for breach of stock buyout agreement committed by a close corporation and the other 50% stockholder—Red Rock Trading Co., Inc. v. Shutzer, 92 Mass. App. Ct. 1110 (2017).
  • We advised a closely held corporation in multiple actions brought by a 50% stockholder. The Supreme Judicial Court had affirmed the denial to compel arbitration in the first action, Vale v. Valchuis, 471 Mass. 495 (2015). The case was tried to a jury, and the corporation prevailed.
  • We successfully helped a medical practice in a lawsuit brought by a physician/employee, and obtained dismissal of all counts. These included profit-sharing disputes and breach of contract claims (29 Mass. L. Rptr. 534).
  • We worked with a majority stockholder and a closely held corporation in a freeze-out action brought by minority stockholders. Our firm obtained a favorable ruling from the Massachusetts Supreme Judicial Court disqualifying opposing counsel, Bryan Corp. v. Abrano, 474 Mass. 504 (2016).
  • We won a defense verdict after a jury trial on behalf of a restaurant, involving claims of hours shaving and minimum wage violations.
  • We obtained three separate injunctions in state court action against a biotech firm for violations of non-solicitation agreement.
  • We represented the former general counsel of one of the largest privately held family businesses in the United States in a contentious separation from the company.
  • We successfully advised a Massachusetts audit firm in defending against direct and derivative claims brought by a 50% stockholder in wide-ranging freeze-out action. Our attorneys negotiated a favorable settlement that was funded with insurance proceeds.
  • We worked with a founding stockholder of a cannabis corporation in a stock buyout.
  • We advised clients on corporate structuring matters and the drafting and interpretation of partnership and LLC operating agreements.
  • We worked with clients with respect to Subchapter S elections and other tax matters unique to closely held businesses.
  • We represented technology firms and other start-ups in negotiating seed financings and stockholder agreements.

News & Insights

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Our attorneys share their points of view on business and commercial disputes matters.