One of the most common—and costly—mistakes I see in business disputes is the confusion between a loan and an equity investment. While the distinction may seem obvious in theory, in practice parties often blur the line, leading to litigation when expectations are not met. A recent case illustrates just how dangerous that confusion can be. In Gritsay v. Brooklyn Comprehensive Center (Kings County Sup. Court May 7, 2026), the plaintiff alleged that she paid approximately $750,00

Access to financial records is important to minority shareholders in closely held corporations. A recent New York Supreme Court Commercial Division decision demonstrates that the denial of books and records to such minority shareholders could be used to support claims for oppression, breach of contract, and breach of fiduciary duty. In Lehan v. Montgomery (Sup. Ct., Suffolk County 2025), the dispute arose from a closely held corporation operating a car wash business in Long I

One of the most common questions we receive is: What does “minority suppression” or a shareholder “freeze-out” actually look like in practice? While the concept can sound abstract, courts routinely confront scenarios where majority owners systematically strip minority shareholders of their rights, economic benefits, and voice in the business. The Setup: A Minority Owner in a Close Corporation In Kocak v. Dargin (NY County Sup. Ct. 2020), the plaintiff owned 25% of a closely h

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 Supreme Court, Commercial Division. While the case involves claims ranging from dissolution to breach of contract, the

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’