Guide · Business

Owner Disputes and Business Dissolution: A Comprehensive Guide to Deadlock, Oppression, Buyouts, and Winding Up

26 U.S.C. § 704

Type
Guide
Jurisdiction
National
Date
2026-06-21
Topic
Business

This guide is a working reference for owner disputes in closely held companies, from the first sign of trouble through a completed buyout or a wind-up. It sets out the entity-specific rules first, because duties in a partnership, a corporation, and an LLC differ in ways that decide claims. Chapters on deadlock and oppression describe the structural failures and the standard freeze-out sequence, with the remedies available for each including the custodian and provisional director appointments most owners have never heard of. Extended treatment is given to books and records demands, the direct versus derivative distinction, and valuation, where fair value and fair market value can differ by half the money and normalization adjustments decide the rest. Procedural chapters cover pleading, expert selection, provisional relief, mediation, and trial posture. Dissolution chapters set out the wind-up sequence, creditor priority, and the tax and guaranty issues that survive closing. Drafting chapters supply the provisions that prevent all of this. Federal overlays on securities, trade secrets, computer access, bankruptcy, and arbitration are covered with linked authority throughout.

Owner Disputes and Business Dissolution: A Comprehensive Guide to Deadlock, Oppression, Buyouts, and Winding Up

Business > Owner Disputes and Dissolution | Published 21 June 2026 - Updated 10 August 2026 | UpLaw - uplaw.us

Orientation. Chapters 1–3 establish the entity and the duties. Chapters 4–6 cover deadlock and oppression. Chapters 7–9 cover information, claims, and valuation. Chapters 10–12 cover procedure and resolution. Chapters 13–14 cover dissolution and wind-up. Chapter 15 covers the federal overlays. Chapters 16–18 cover drafting, closing, and reference.

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