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When Majority Rule Becomes Majority Abuse: Breach of Fiduciary Duty in Close Corporations
In the world of closely held corporations, trust is often the glue that holds a venture together. Partners typically rely on each other not only for capital and expertise but for honest stewardship of the business. When that trust is violated, the legal consequences can be severe—as demonstrated in Lehan v. Montgomery , a 2025 decision from the Suffolk County Commercial Division. While the case involves claims ranging from dissolution to breach of contract, the heart of the d
3 min read
How a Fired Shareholder in a Close Corporation Can Argue That Their Termination Was a Freeze‑Out
In close corporations, shareholders typically wear multiple hats—owner, officer, director, employee. When the relationship is healthy, this hybrid structure works smoothly. But when conflict arises, majority shareholders can weaponize corporate control to push a minority owner out. One of the most common tools? Termination of employment. But a shareholder who is an at‑will employee is not without hope. When the termination is used strategically to eliminate a minority owner
2 min read
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