Two people start a company on a handshake and a template operating agreement, and years later one of them wants out or wants the other out. This article explains what actually happens then: why the absence of a buy-sell agreement is the single most expensive omission in small business law, how the majority freezes out the minority without ever taking anything that looks like money, and what the minority can actually do about it. It walks through the standard freeze-out sequence step by step, explains the difference between direct and derivative claims and why that distinction decides who gets paid, and takes apart valuation — the fair value versus fair market value question, and the discounts that can cut a minority stake by half. Practical sections cover the books and records demand that starts almost every case, the evidence that decides them, and the four ways these disputes actually end. Federal overlays on securities fraud, trade secrets, and computer access are covered because they change the leverage. Worked examples run throughout and every authority is linked to its text.