Jay R. McDaniel
Partner
About Jay R. McDaniel
Valuation Counsel | Business Divorce and Closely Held Business Advisor
With over three decades of experience as a business counselor and corporate litigator, Jay McDaniel focuses his practice on the intersection of business valuation, ownership disputes, and the governance of closely held companies. His work centers on helping owners protect, enhance, and realize the value of their businesses — whether through litigation, negotiation, or strategic planning. Jay is chair of the firm’s Corporate and Business Law Department and leads the firm’s Business Divorce Practice Group.
Jay serves as special counsel on valuation issues in a variety of matters and works with the owners of closely held enterprises in business divorce matters. He brings deep experience in complex disputes among business partners, shareholders, and LLC members. As both a Certified Valuation Analyst (CVA) and a Certified Exit Planning Advisor (CEPA), he integrates legal strategy with financial and valuation insight to guide clients through transitions, disputes, and succession events that define the life cycle of privately held enterprises.
Professional Expertise
- Valuation and Business Divorce: Jay represents majority and minority owners in disputes involving shareholder and LLC member oppression, breach of fiduciary duty, and forced buyouts. His valuation background allows him to bring precision and credibility to cases in which the value of a business — or an owner’s stake — is at the center of the conflict.
- Closely Held Business Counseling: Jay advises family-owned, founder-led, and investor-backed companies on governance, management transitions, partner exits, and conflict prevention. His approach combines legal, financial, and strategic planning to strengthen enterprise value while minimizing risk.
- Commercial and Intellectual Property Litigation: Jay maintains a robust litigation practice involving restrictive covenants, trade secrets, unfair competition, trademarks, and copyrights. He frequently represents businesses in disputes over confidential information, employee mobility, and contract enforcement.
- Value and Succession Planning: As both lawyer and advisor, Jay helps owners design and implement strategies to protect, grow, and ultimately harvest business value. His exit planning and valuation expertise support transitions that preserve personal and professional legacies.
Achievements
- Valuation and Value Enhancement: Jay’s work integrates valuation methodology, forensic analysis, and strategic advisory to ensure that owners understand and protect the worth of their enterprises.
- Successful Ownership Transitions: He has advised numerous clients through ownership transitions, buyouts, and sales, ensuring both fairness and continuity for the enterprise and its stakeholders.
- Complex Litigation Experience: Jay has successfully handled fiduciary, governance, and commercial and intellectual property litigation across industries, including construction, distribution, manufacturing, professional services, hospitality, architecture, e-commerce, and software design.
Practice Philosophy
Jay’s practice is built around three guiding principles:
- Protect the business and the owner’s investment.
- Empower business owners to enhance enterprise value through sound governance and management.
- Guide owners toward successful transitions and dispute resolution at critical points in the business life cycle.
Credentials and Certifications
- Certified Valuation Analyst (CVA) – National Association of Certified Valuators and Analysts (NACVA)
- Certified Exit Planning Advisor (CEPA) – Exit Planning Institute (EPI)
Thought Leadership
Jay is the editor and principal author of the Business Divorce Law Report, where he writes on valuation disputes, shareholder litigation, and governance of closely held businesses. He also produces educational content on these subjects through his YouTube channel, @CloselyHeld.
He is a frequent lecturer on topics including business valuation, partner disputes, governance, and the dynamics of closely held companies. His writing and presentations reflect a blend of legal experience, financial acumen, and practical insight drawn from decades of advising private business owners.
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Posts by Jay R. McDaniel
- Motion to Enforce Settlement Agreements in Federal Court | A Complete Guide
- How to Remove an LLC Member – An Overview
- When Are Limited Liability Companies Required to Distribute Profits? LLC Owner Distributions
- No Breach of Agreement When a Later Contract is Integrated
- NJ Intestate Succession: Who Inherits When There is No Will?
- Exit Planning for Your Closely Held Business
- Poor Timing: Asset Transfers Rejected by Tax Court
- Valuation of Closely Held Business Furthers Informed Decisions
- Court Compels Inspection of Electronic Devices, Rejecting 5th Amendment Claims
- Divorcing Spouse Had No Direct Interest in Family Business
- Restrictive Covenants and the Closely Held Business
- Controlling Owner Failed to Provide Minority Owners with Fair Price
- Equitable Accounting Opens the Black Box of Business Finances
- When Courts Issue Injunctions in Trade Secret Cases
- AI Exec’s ‘Inevitable Disclosure’ Not Actionable Under Defend Trade Secrets Act
- The Holographic Will of the Queen of Soul
- Competition and the Value of a Business are Closely Tied
- Westminster College Faculty May Pursue Claim Based on Charitable Trust
- Trial Required in Suit to Admit Unsigned Will over Charities’ Objections
- ‘Substantial Compliance’ Won’t Save Incomplete Change of IRA Beneficiary
- What Now? The Internal Affairs Doctrine Meets the Single Enterprise Doctrine
- Defending the Oppressed Minority Lawsuit
- No Foul in Dissociated LLC Member’s Refusal to Cooperate in PPP Loan
- Court Enforces Late Charges in Estate Settlement Dispute
- NJ Court Rejects Choice of Delaware Law Under RULLCA
- The Equitable Value of an Oppressed Minority Shareholder’s Interest
- Absence of Competitive Advantage – The First Line of Defense to Trade Secret Lawsuits
- Reasonable Expectations Define Oppression of Minority LLC Member
- When is an Injunction Issued to Block Disclosure of a Trade Secret?
- When Mental Incapacity Affects Validity of a Will
- Beneficiary Cannot Challenge Property Sale After Settlement of Estate
- Arbitration Clause in Will is Unenforceable
- Minority Shareholder Oppression Under New Jersey Law
- Hostility Among Owners Blocks LLC Derivative Lawsuit
- Prior Disclosure Kills Trade Secrets Claim
- What Steps Do I Need to Take Now: Administering the Estate of a Loved One
- FTC Ban on Non-Competes Would Have Major Impact on Closely Held Businesses
- Attorney Agreement Barring Solicitation of Clients Enforceable
- Shotgun Buy-Sell Agreements – Solution to Deadlock
- When Can a LLC Member Be Expelled?
- Anatomy of a Business Divorce Lawsuit
- Minority Veto Rights Lead to Deadlocked LLCs
- Retroactive Expulsion of LLC Member
- Court Vacates Arbitration Award in Ownership Dispute
- Plaintiff Released Claims of Fraud in Purchase of Interest
- June 24th Webinar: “Assessing the Value of Small Businesses: Owner Disputes and Minority Discounts”
- Threats Against Partner’s Ex Not Intentional Infliction of Emotional Distress
- No Breach of Fiduciary Duty in Ordinary Contract
- Non-Solicitation Agreement May Be Enforceable Against Former Attorney
- CFAA is Now Less Help in Business Divorce Cases
- Charging Lien Claim Requires Trial by Jury
- Independent Contractor Rule is Withdrawn
- Failure to Request Hearing is Fatal to Dissolution Action
- Pharma Exec Bound by Restrictive Covenant After Sale
- Restrictive Covenant Term Tied to Vesting Schedule is Not Reasonable
- Restrictive Covenant Legislation Limits Enforceability of Agreements
- An Email Does Not Make an Operating Agreement
- Protecting Your Practice When an Attorney Leaves the Firm
- Share Purchase for $500,000 Required in Accounting Firm Breakup
- United Health Care Rebuffed on Injunction Request
- District Court Enjoins Former Executive from Competition
- Restrictive Covenants May Be Enforceable Against Physician
- Estate Plan Sows Father and Son Business Divorce
- One Business Divorce, Multiple Actions
- A Non-Competition Agreement from the Great Beyond
- Surrender of Membership Certificates Was Dissociation from LLC
- Psychologists, Like Lawyers, Not Subject to Restrictive Covenants
- Controlling Shareholders owe Fiduciary Duties to Minority Members
- Does Your Law Firm Have an Attorney Separation Agreement? It Should.
- ABA Says Minimum Notice Requirements Are Ethical
- How a Law Firm Can Protect Itself From the ‘Grab and Go’?
- Tax Treatment Alone Does Not Establish General Partnership
- Attorney Charing Liens in New Jersey
- Shotgun Agreements and Other Methods to Break Deadlock
- Dividing Fees in a Law Firm Business Divorce
- Anti-Deadlock Agreements in Business Divorce Litigation
- Direct or Derivative Lawsuits: Who Owns the Recovery
- Dissolution and the Reasonably Practicable Standard
- Understanding Deadlock in Limited Liability Companies and Partnerships
- Valuation Clause in Operating Agreement Controls Buyout Price of Medical Practice
- Business Judgment Rule Trumps Oppression; Minority Shareholder Entitled to Attorney’s Fees in Defense of Counterclaim
- Action by Written Consent of LLC Managers is Valid to Fire Executive
- Business Divorce of Closely Held Corporations – An Overview
- LLC Member Denied Judicial Dissolution
- Member-Managed Limited Liability Company Similar to Partnership
- Fair Value of a Corporation: Art not Science
- Single Business or Amalgamation Theory Applies to Related Businesses
- Minority Shareholder Lacks Standing to Sue for Dissolution
- Deadlock Resolved by Appointment of Custodian
- Shareholder Oppression is Frustration of Minority Shareholder’s Reasonable Expectations
- Deadlock Requires Finding of Harm to Corporation
- Deadlock in the Closely Held Business
- Business Divorce: Sources of the Law
- Unanimous Consent Signed by LLC Members Operates as Amendment to Operating Agreement
- Failure to Object to Business Practices Waives Minority Shareholder Rights
- Minority Shareholder’s Silence Waives Oppression Claim
- Oral Agreement to Transfer Shares Is Enforceable
- Oppressed Shareholder Wins $750,000 Fee Award
- Evidence of LLC Membership by Plaintiff MD is Lacking
- Shareholder Deadlock Grounds to Sell Corporation
- Valuation of Corporation in Oppressed Shareholder Includes Marketability Discount
- Limited Liability Company Owners Personally Liable to Creditor
- Unanimous Consent of LLC Members Not Required to Continue Company
- Good Faith and Fair Dealing Required Disclosure of Conflict
- Employee Termination Without Cause May Limit Enforceability of Non-Compete Agreement
- Company Must Indemnify Former Director for Fees Owed under Oral Agreement
- Misappropriation Claim Not Sufficient for Appointment of LLC Receiver
- Fight Over Transfer of Interests is Grounds to Expel Member of LLC and Partnership
- Anti-Reliance Clause in Purchase Agreement Defeats Fraud Claim
- What’s in that Buy-Sell Agreement Again? Better Take a Look
- Texas Appeals Court Affirms Partnership Dissolution Verdict
- Seven Business Litigation Best Practices that Address the Lack of Civil Trials
- Consent to Amended LLC Certificate is Dissociation
- LLC Distribution Needs Definition
- LLC Member Enjoined from Competition
- Court Appoints Receiver to Protect Partnership Assets
- Claims for Judicial Dissolution Not Easily Withdrawn
- Plaintiff Alleges Wrong in Derivative Suit Against Managers
- Who’s the Agent Here? Partners’ Ability to Act for the Partnership
- Court Appoints Receiver to Protect Partnership Assets
- An Apology at the Bargaining Table
- Partnership Dissolution Cannot Be Inferred
- Business Divorce New York Style
- Lockout of a Minority Member from the Closely Held Business
- Supreme Court Sets Standard to Expel Member from Limited Liability Company
- Partnership Dissolution Presents Factual Issues
- Trial Judges Have Discretion to Dissolve an LLC or Dissociate a Member
- Fraud Claim Against Yankee Star Derek Jeter Survives
- Single Member LLC May Be a Poor Choice for Asset Protection
- Buy-Sell Agreements: Planning for the Business Divorce
- Parties to Arbitrate MD Expulsion
- Partner Who Wrongfully Dissolved Partnership Hit With Whopping 66% Minority Discount
- Goodwill Valuation is Key in Professional Partnership Valuations
- Majority Rule Creates Fiduciary Duties
- Supreme Court Will Decide LLC Expulsion Dispute
- Limited Liability Company Breakup: Crossing the Hudson Makes a Difference
- Does the LLC Statute Trump Agency Law?
- Attachment of LLC Interest in Management Dispute
- New Jersey LLC Statute Limits Creditors Rights
- Ownership Stake Conceded in Business Divorce Case
- No Shareholder Oppression in Refusal to Buy Minority Interests
- The Little Big Breach – Restrictive Covenants
- Court Permits LLC Removal Without Wrongful Conduct
- Expelled LLC Members: No Right to Force Purchase
- NJ Limited Liability Company Law Effective March 18
- Five Expensive Mistakes When Forming a New Jersey LLC
- Operating Agreements That Modify Fiduciary Duties
- Fiduciary Duties Change In New Jersey LLC Law
- Fiduciary Duties of Limited Liability Principals Undecided
- Stock Certificate Transfer Claim Rejected
- LLC Mortgage May Be Challenged
- Shareholder Oppression Claim Requires Trial
- Buy-Sell Agreement to Arbitrate is Enforceable
- LLC Minority Interest Subject to Levy
- New Jersey Limited Liability Company Operating Agreements
- Buyout Agreement Enforced
- Protecting Profit Margins from Employee Saboteurs
- New Jersey Limited Liability Company Laws Undergo Major Revision
- No Jurisdiction of Claim Seeking Dissolution of NY Corporations
- Expelled LLC Member Not ‘Employee’ In Age Discrimination Claims
- Lease Renewals Save Otherwise Time-Barred Breach of Fiduciary Duty Claims in a Partnership
- Oppressed Shareholder Claim is Arbitrable
- Business Divorce: Five Considerations You Should Consider
- Fiduciary Duties Change With Time
- Limited Liability Co Founders May Have Disclosure Duties
- Canyon Creek Development LLC Member Fails to Meet the Capital Call
- Chancery Court Rejects ‘Inconceivable’ Value in Shareholder Buyout
- Partnership Accounting Not Available from Deceased Partner’s Heirs
- Contract’s Plain Meaning Voids Parties Understanding
- Failure to Disclose Transfer of Partnership Not Wrongful
- Shareholder Dispute Settlement Barred by Accidental Shooting
- Book Value is Not Fair Value in Partnership Buyout
- Oppressed Shareholders Avoid Key Person Discounts
- Minority and Marketability Discounts in Oppressed Shareholder Cases
- LLC Does Not Distribute Clients on Dissolution
- Fiduciary Duties in Unfair Competition Case
- Employer E-Mail Policy Creates Privacy Rights
- Indemnification of Director Despite Judgment of Wrongdoing
- Partnership Agreement Disclosure to Labor Union Pending Trial Court Decision
- Court Defers to Management’s Liquidation Value in Dissenting Shareholder Value
- Written Agreement Defeats Claimed Oral Partnership
- Judges and Lawyers: FB Friends?
- A Shareholder’s Right of Access To Board And Executive Committee Meetings
- American Chopper Feud Generates Shareholder Dispute
- Derivative Claim in Dispute Between Owners May Require Independent Counsel
- Owners of Parent Corporations Should Have Remedies Against Officers of Subsidiary Businesses
- Appellate Division Affirms Sale of Business as a Going Concern in Shareholder Dispute
- An Early Cost-Benefit Analysis in Business Breakups Will Keep Dispute in Perspective
- Lawyer Confidence May Be Poor Indicator of Results
- Limited Liability Company Subject to Claims By Former Managers Holding Membership Interests
- Fiduciary Duties to Minority Interests in Operating Agreement Amendments
- NJ Entire Controversy Doctrine Bars Claim That Former LLC Member Owns Factory
- Exercise Care in Valuing Interests in New Jersey Business Breakups
- Expelling a Member of a NJ Limited Liability Company
- Operating Agreement Determines When New York LLC May Dissolve
- FTC Seeks New Penalties for Abuse of Consumer Reviews