Shareholder oppression, LLC member disputes, partnership dissolutions, breach of fiduciary duty, and business divorces among owners of closely held companies.
Disputes among the owners of a closely held company are usually disputes about control, information, and money. Michigan law gives minority owners specific remedies, and it places specific duties on the people in control.
Closely held businesses generate the most bitter litigation in commercial law. The firm represents minority and majority owners in shareholder oppression claims, member disputes in LLCs, partnership dissolutions, derivative actions, and business divorces. Relief sought ranges from court-ordered buyouts to full judicial dissolution of the entity, with forensic accounting and business valuation as recurring features of the work.
Fiduciary claims arise whenever one party holds power over the property or decisions of another: directors, officers, trustees, managing members, partners, and agents. The firm prosecutes and defends breach of fiduciary duty claims with an emphasis on self-dealing, misappropriation of opportunity, and failure to disclose material information. These claims often travel together with accounting actions and requests for equitable relief.
A shareholder of a Michigan corporation may sue under MCL 450.1489 when those in control act in a manner that is illegal, fraudulent, or willfully unfair and oppressive to the corporation or to the shareholder. Members of a Michigan limited liability company have a parallel remedy under MCL 450.4515. The court has broad authority to fashion relief, including ordering the purchase of the complaining owner’s interest at fair value or, in serious cases, dissolution. Partnership disputes are governed by the partnership agreement and Michigan’s Uniform Partnership Act, and often turn on dissolution and the accounting that follows.
Many of these disputes start with a request for records. Shareholders and members have statutory rights to inspect books and records, and a shareholder agreement or operating agreement may set buy-sell terms, valuation methods, or dispute procedures that control what happens next. Those documents are the first thing the firm reviews.
Michigan’s shareholder oppression statute, MCL 450.1489, allows a shareholder of a closely held corporation to sue when those in control engage in willfully unfair and oppressive conduct that substantially interferes with the shareholder’s interests. Remedies can include a court-ordered buyout at fair value, damages, or other relief the court finds appropriate. The statute has strict time limits, so delay can be costly.
Yes. MCL 450.4515 gives LLC members a comparable claim when managers or members in control act in a manner that is illegal or fraudulent, or that is willfully unfair and oppressive to the company or to the member. The operating agreement also matters, because it may define rights, duties, and dispute procedures.
Shareholders of a Michigan corporation have a statutory right under MCL 450.1487, on written demand, to inspect certain basic corporate records, and to inspect the books and other records when the demand states a proper purpose. LLC members have similar rights under the Michigan Limited Liability Company Act. A refused records demand is often the first step toward court.
Partners generally owe each other and the partnership duties of loyalty, good faith, and full disclosure in partnership matters. Officers and directors of a corporation, and those who manage an LLC, owe similar duties to the company. Self-dealing, diverting business opportunities, and concealing financial information are common bases for claims.
Often, yes. Many disputes resolve through a negotiated buyout, sometimes with mediation, once both sides understand the value of the business and the strength of the claims. The governing documents should be reviewed first, because buy-sell provisions, valuation formulas, and arbitration clauses can control the process.
These answers are general information about Michigan and federal law, not legal advice about your situation. Contacting the firm does not create an attorney-client relationship.
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