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Business Divorce & Owner Disputes
When the people who built it together cannot keep running it together.
What a Business Divorce Is
A business divorce is the separation of co-owners who can no longer work together, through a negotiated buyout, a forced sale, or in the hardest cases a court-ordered dissolution.
These disputes are unlike other commercial litigation in one respect that shapes everything: the parties are usually not strangers. They built something together, they often share customers and employees and sometimes families, and the business has to keep operating while they argue about who owns it. Winning slowly is frequently the same as losing.
What We Handle
Buyouts and separations
Negotiating the exit of one owner, including price, terms, and what the departing party may do next.
Deadlock
Where ownership is split evenly and nothing can be decided, which is a structural problem as much as a legal one.
Freeze-outs and oppression
Where a majority owner cuts a minority owner out of information, distributions, or employment.
Fiduciary duty claims
Between owners (self-dealing, diverted opportunities, and misuse of company assets).
Valuation disputes
Frequently the whole argument. What the business is worth and by whose method.
Judicial dissolution
Where separation is impossible on any other terms.
Sound familiar?
Four Ways a Business Divorce Ends
Which of these is available to you is usually decided by a document written years ago.
Negotiated buyout
One side buys the other out on agreed terms. Fastest, cheapest, and best for the business, and the outcome most disputes should reach.
Buy-sell triggered
Where a buy-sell agreement exists and sets price and mechanism, most of the argument is already resolved. This is the case for writing one early.
Forced sale of the business
Neither can buy the other out, so the company is sold and the proceeds divided. Often destroys value neither party recovers.
Judicial dissolution
A court winds the business up. The slowest and most damaging route, and generally the outcome nobody wanted.
Who does this work
Benjamin N. Kearns
Partner and LLC-member disputes, business and contract litigation, and D&O liability.
Jordan W Gerheim
Ownership and control disputes, alongside the governance work that resolves or prevents them.
Cost and related pages
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Frequently Asked Questions
My partner locked me out of the business. What can I do?
Move quickly. Exclusion from information, premises, or systems can support a claim for oppression or breach of fiduciary duty, and the evidence of what you were cut off from is strongest immediately. Do not respond in kind (retaliatory lockouts and self-help remedies tend to weaken an otherwise strong position).
We each own half and cannot agree on anything. What happens?
Fifty-fifty ownership with no tie-breaker is a structural defect that surfaces the first time the owners genuinely disagree. The options depend on your governing documents: a buy-sell mechanism, a shotgun clause, mediation, or in the worst case dissolution. Which are available is worth establishing before either side escalates.
How is the business valued in a buyout?
By whatever method your agreement specifies, if it specifies one. Where it does not, valuation becomes its own contested proceeding with competing experts, and it is frequently the most expensive part of the dispute. This is the single strongest argument for agreeing a valuation method while everyone is still on good terms.
Can we resolve this without litigation?
Frequently, and it is almost always better if you can. These disputes are unusually well suited to mediation because the parties share interests they do not always notice (the business continuing to function, employees staying, customers not hearing about it). Two of our attorneys are certified mediators.
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Before Either of You Does Something Irreversible
Book a Risk-Free Strategy Session. Send us the operating agreement and we will tell you what it actually allows.