Skilled Advocacy For Disputes Among Minneapolis Business Stakeholders

Any business has to ward off lawsuits and contract disputes. But internal disputes among partners or shareholders are a more insidious threat. If you don’t take action to eliminate the cancer, it can be a death knell for the enterprise and wipe out your hard-earned investment.

Perry & Perry PLLP represents business owners and stakeholders of small and mid-sized companies in partnership and shareholder disputes. We understand how high the stakes are when you have so much personally and financially invested. Our experienced lawyers will assess the situation and explore your options, from a negotiated resolution to “business divorce” litigation.

Minnesota Partnership And Shareholder Disputes: Can This Be Salvaged?

Perhaps things started great and something has changed. Perhaps one of your business partners was never a good fit. Maybe someone has been unethical or siphoning money. Maybe you just have different visions for the future of the company. Whatever created the rift, our attorneys provide the proactive analysis to help you gauge where you stand and how to protect your interests.

Perry & Perry PLLP has represented the spectrum from 50-50 partners to majority or minority owners. We have helped clients navigate many scenarios, including:

• A negotiated buyout that preserves the business entity and everyone’s dignity
• A force-out invoking the partnership or shareholder agreement
• Freeze-out actions to compel minority stakeholders to divest
• Litigation to dissolve the business and divide the carcass
• Sale of the business or its assets to a third party
• A restructuring of the business and controlling interests

We bring in business valuation specialists and other experts when merited to get a handle on net value and the cost-benefit of litigating. Is the partnership or the entity worth saving? Is there a win-win solution? Or do we prepare for battle?

Accomplished Minneapolis Business Litigators

We are Shawn Perry and Shane Perry, trial lawyers with over 60 years of combined experience in business litigation, including complex shareholder litigation and partnership disputes with millions of dollars at stake. We work to position our clients for the most favorable outcome through negotiation, mediation, arbitration or court. Even when lawsuit papers have been served, there typically are viable alternatives to full-scale litigation. But we have also prevailed in winner-take-all courtroom contests. See examples of our case results.

FAQs: Minnesota Shareholder And Partnership Disputes

A business disagreement can create many problems for Minnesota companies. Below, our attorneys speak to some common questions about partnership and shareholder disputes in Minnesota.

What are the most common causes of disputes among business owners?

Conflict often develops when an owner no longer aligns with the company’s operational needs or when stakeholders pursue conflicting priorities for the business’s direction. Tension can increase when one owner signs contracts without approval, restricts access to financial records or withholds key operational information.

More serious conflicts occur when a stakeholder diverts revenue, manipulates expense entries or uses company assets for personal projects.

What is the difference between a force‑out and a freeze‑out?

A force‑out is a removal process authorized by the company’s governing documents, typically triggered by defined events. Examples include breach of fiduciary duty, failure to meet capital commitments or violation of noncompetition obligations. It requires compliance with notice requirements, valuation methods and buyout timelines.

A freeze‑out involves the majority owners using lawful but coercive measures to pressure a minority owner to sell. Some common measures used include eliminating management roles, withholding distributions while increasing majority salaries or restructuring operations to dilute ownership. Minnesota courts closely examine freeze‑out tactics because they can undermine statutory protections for minority stakeholders.

Can I take legal action if I feel my majority partners are treating me unfairly?

Yes. Minnesota law protects minority shareholders in closely held corporations (with 35 or fewer shareholders) from conduct that is unfairly prejudicial. Courts assess whether majority owners undermined the minority’s reasonable expectations regarding employment, involvement in management and receipt of proportional financial benefits.

If the court finds oppressive conduct, it may order a mandatory buyout of your minority interests at fair value, impose governance reforms or grant other equitable remedies for the misconduct.

Take Action To Get The Upper Hand

Being proactive at the first sign of a partnership dispute keeps your options open and gives you the most control over the eventual outcome. Call Perry & Perry PLLP in Minneapolis today at 952-444-9903 or contact us online. We extend a free initial consultation and welcome inquiries statewide in Minnesota and nationwide.