Business partnerships end for many of the same reasons that marriages do—differences in vision, trust, or performance—but the legal and financial stakes can be higher. At Weiner Law Group, the Business Divorce Practice Group represents owners and their counsel when closely held companies divide.
The group is chaired by Jay R. McDaniel, head of the firm’s Business & Corporate Law Department.
We focus on the point where ownership and management break down—when partners, members, or shareholders can no longer operate together but the business itself still has value. Our role is to preserve that value, protect our client’s position, and steer the dispute toward resolution—whether through a negotiated buyout, a statutory remedy, or trial.
What We Do
Our practice centers on disputes among owners of closely held corporations, partnerships, and limited liability companies. These are the companies without public markets or independent boards, where trust and personal relationships are integral to control and value.
We represent majority and minority owners, boards, and outside counsel in matters involving:
- Oppressed minority shareholder and LLC member actions under New Jersey’s Corporate Oppression Statute (N.J.S.A. 14A:12-7) and the Revised Uniform Limited Liability Company Act (§ 42:2C-48).
- Deadlock and judicial dissolution proceedings, when the owners cannot agree on fundamental issues and the business stalls.
- Corporate governance and fiduciary duty litigation, including claims of diversion, self-dealing, and misuse of company assets.
- Buy-sell enforcement and exit disputes, often triggered by death, disability, withdrawal, or termination of employment.
- Business valuation litigation, aligning legal standards—fair value or fair market value—with expert financial models.
- Emergency relief and injunctions to preserve company assets, restrict transfers, or maintain interim management during litigation.
- Appraisal rights for major corporate transactions trigger fair valuation proceedings that allow shareholders to obtain fair compensation for their shares.
Every engagement requires both legal and financial fluency. The group’s lawyers are trial counsel who understand how valuation experts think and how courts evaluate competing opinions of worth.
Why Business Divorce Requires a Team
Business divorce litigation sits at the intersection of corporate law, finance, and psychology. The legal theories are grounded in fiduciary duty and statutory remedies, but the real contest lies in valuation and control. Our practice group structure reflects that reality.
Each matter draws on the combined experience of multiple lawyers who can move between pleadings, discovery, and financial analysis. Some members focus on litigation and injunction practice; others on transactional unwinding and settlements.
Working as a team ensures that strategy and execution remain aligned from the first demand letter to the final buyout or judgment.
These cases also require judgment about timing. Knowing when to press for a court-ordered valuation, when to negotiate an exit, and when to dissolve the entity often determines outcome. Because we represent both controlling and non-controlling owners, we bring perspective from both sides of the table.
The Business Divorce Practice Group combines legal, financial, and valuation expertise—helping business owners and their counsel navigate separation without destroying value.
Focus on Closely Held Businesses
Closely held companies present unique challenges. There is no ready market for shares, and governance documents often mix business and personal expectations. We regularly handle disputes involving:
- Family-owned enterprises, where generational transitions and unequal contributions strain relationships.
- Professional practices, including law, accounting, and medical groups facing partner departures or client migration.
- Real estate and investment ventures, where differing risk tolerances or capital calls create conflict.
- Manufacturing, distribution and sales, including e-commerce and brick and mortar businesses.
- Service and consulting businesses in which personal and business reputations are the principal asset of the business.
Our lawyers are fluent in the statutory and contractual mechanisms that govern these entities:
- Buy-sell agreements and redemption clauses that define exit rights.
- Operating and shareholder agreements allocating voting power, veto rights, and distribution priorities.
- Derivative actions and demands for inspection of books and records.
We understand that litigation is often a continuation of negotiation by other means. The goal is not simply to win a lawsuit, but to produce a result that preserves the business or distributes its value fairly.
Valuation at the Center of Every Dispute
Value is both the weapon and the remedy in most business divorces. Our group has deep experience coordinating valuation issues—whether through court-appointed experts, Daubert/Frye challenges, or cross-examination of opposing analysts.
We often work alongside forensic accountants to:
- Reconstruct financial statements and cash flows.
- Evaluate discounts for lack of control or marketability.
- Test competing assumptions about growth, normalization, and risk.
Because several members of the team hold or collaborate closely with valuation professionals and certified valuation analysts, we ensure that the legal record supports the expert opinion. The goal is always an admissible model that the court can accept and rely on.
Representative Engagements
- Healthcare enterprise buyout: Negotiated resolution of a minority oppression claim resulting in a multimillion-dollar purchase of the client’s shares under a court-approved valuation.
- Real estate development deadlock: Secured judicial dissolution of an LLC managing multiple properties after prolonged management stalemate.
- Defense of 50-percent shareholder: Defeated preliminary injunction alleging diversion of business opportunities, leading to mediated settlement and continued operation.
- Professional firm breakup: Enforced buy-sell provisions to protect departing partner’s interest and maintain client relationships.
Each matter underscores a central principle: success depends on integrating legal authority, valuation evidence, and pragmatic negotiation.
Integrated Resources
The Business Divorce Practice Group works within a larger ecosystem of legal and consulting resources at Weiner Law Group and its affiliated platforms:
- Valuation Counsel — providing valuation co-counsel and expert-coordination services for litigation teams nationwide.
- Closely Held Advisors — offering exit planning and risk-management consulting for business owners before disputes arise.
- Tax, Real Estate, and Trusts & Estates Practices — addressing capital-gains, ownership-transfer, and estate-planning issues that often accompany a business divorce.
This integration allows clients to move seamlessly from dispute to disposition, guided by a consistent team of professionals who understand both the law and the economics of ownership.
Frequently Asked Questions
What is a business divorce?
A business divorce is the legal and financial separation of co-owners in a closely held company. It may take the form of a negotiated buyout, a statutory oppression claim, or a court-ordered dissolution.
How is “Fair Value” determined in New Jersey?
Under New Jersey’s oppression and dissolution statutes, courts generally apply a Fair Value standard—valuing the owner’s interest as a proportionate share of the whole enterprise without minority or marketability discounts, unless equity requires otherwise.
Can I be forced to sell my interest?
Yes. Courts can compel a buyout when oppression, deadlock, or breach of duty is proven, or when a buy-sell agreement mandates redemption upon certain events such as death, termination, or withdrawal.
What should I do first if partners are deadlocked?
Document the breakdown, review your governing agreements, and consult counsel early. Prompt legal guidance can preserve records, stabilize operations, and position the dispute for resolution before value is lost.
How long do these cases take?
Timelines vary. Some resolve in months through mediation; others proceed to valuation hearings or trial. Early clarity about goals—control, liquidity, or exit—usually shortens the process.
Takeaways
- Early engagement matters. Waiting until communications break down often narrows options.
- Documents control outcomes. The operating or shareholder agreement is usually the starting point for rights and remedies.
- Valuation drives leverage. The number you can prove shapes the deal you can make—or win in court.
- Experience counts. The Business Divorce Practice Group brings courtroom, transactional, and valuation fluency to every engagement.
Contact the Business Divorce Practice Group
To discuss a shareholder, partnership, or LLC dispute, contact Jay R. McDaniel, Chair of the Business & Corporate Law Department, at Weiner Law Group.
We represent business owners, partners, and assist in-house counsel in complex ownership and valuation matters throughout New Jersey and New York.