Dissolution is not the only remedy when owners cannot agree. Buyouts, accountings, and injunctions often preserve more value.
New York law offers minority owners real leverage: books-and-records demands, claims for breach of fiduciary duty, and petitions for judicial dissolution under BCL § 1104-a.
In practice, the credible threat of dissolution frequently produces a negotiated buyout at a fair valuation. The key is establishing the factual record of oppression or waste early.
We advise clients to document exclusion from management, diverted distributions, and related-party transactions from the first sign of trouble.
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