Conduct that tends to be at issue
In New York, oppression in a closely held corporation is usually measured against the reasonable expectations a minority owner had on joining the business, viewed objectively. Being frozen out of employment, management, or distributions that were part of the original understanding often sits at the center of these cases. Ordinary business disagreements, or decisions you simply dislike, generally are not enough on their own. Courts also look at whether those in control used the company for their own benefit, for instance through outsized compensation or related-party dealings. The dissolution remedy is open to holders who meet a minimum ownership threshold, and LLCs fall under a different statute with its own standards.
Evidence of the original bargain
The strongest proof of what you were promised usually dates from when you invested or joined. Shareholder agreements, emails from the time of your investment, early business plans, and records of your past role and pay help establish that baseline. Tax forms showing distributions over time, and correspondence about your removal or exclusion, help show what changed. Keep copies of what you lawfully hold, but ask before taking company records you accessed through a position you may no longer have. You may also have a right to inspect certain books and records, and a formal demand is often a useful early step.
Where the case can turn
Filing a dissolution petition in New York often prompts the corporation or the other shareholders to elect to buy the petitioner's shares at fair value. Once that happens, the dispute frequently becomes a valuation contest, and questions such as a discount for lack of marketability move to the center. Other paths sit alongside a petition, including direct or derivative claims for breach of fiduciary duty and a negotiated exit, each with different timing and leverage. We start by reviewing your ownership, the entity type, and the documents you have. Then we talk about which path fits what you actually want, whether that is a fair price for your stake or a continued role in the company.
