Oppressed Shareholders

An oppressed shareholder is someone who owns stock in a closely held corporation (or units of a closely held limited liability company) who is treated unfairly by the majority or controlling shareholders. In New York and New Jersey, the law protects minority shareholders from the controlling shareholders taking unfair advantage of them.

If you own stock in a closely held corporation and have been abused, treated unfairly or “frozen out” by the majority shareholders, then you might have a legal claim as an oppressed shareholder.

In both New Jersey and New York, “oppression” occurs when the controlling shareholders are not treating you the way someone would reasonably expect to be treated as a minority stockholder in a closely held company. 

For example, it can include being denied your fair share of the profits or dividends, excluded from shareholder meetings, kept out of important business decisions, denied access to the company’s books and records, or fired or removed from your position as an employee, officer or director of the business. In addition, it can include when the majority shareholder is improperly diluting the company's profits, such as by impermissibly taking cash out of the business for themselves, or having the business pay their personal expenses, before paying you your share.

For additional information, feel free to contact us to schedule an initial consultation with one of our New Jersey oppressed shareholder attorneys. Our telephone number is (201) 777-2250.

Depending on the circumstances, if you have been exploited or oppressed as an owner of a privately owned business, then a court could force the majority shareholder (or shareholders) to buy your stock from you at its fair value. This is intended to allow you to recover the value of your investment, while allowing the controlling shareholders to continue running their business.

In rare circumstances, a court can instead order the dissolution of a company as a remedy so you can receive compensation for the value of your stock.

In addition, if you win an oppressed shareholder lawsuit, the law allows you to recovery your attorney's fees and legal costs.

Often, one or more of the owners of a closely held company also are employees of the company and make their living from that job. Under the New Jersey Oppressed Minority Shareholder Statute, the owners of closely held corporations can have a reasonable expectation of continued employment if long-term employment was expected as part of their ownership of the stock. For example, this often is true for members of the family that owns a family-owned company, or for some individuals who became owners of a closely held corporation as a result of a business they founded having been acquired by or merged into another company.

When a minority shareholder of a closely held business who has a reasonable expectation of continued employment is fired, demoted or forced to resign by the majority shareholders, he or she might be entitled to damages for his or her past and future lost salary, bonuses, health insurance and other employment benefits.  Our New Jersey oppressed minority shareholder lawyers can help you determine whether you have such a claim.

The attorneys at Rabner Baumgart Ben-Asher & Nirenberg, P.C. protect small business owners who have been oppressed by unreasonable behavior by the controlling shareholders. We can explain the law to you, discuss your options, and fight to enforce your legal rights.

We invite you to contact us online or call us in New Jersey at (201) 777-2250 to schedule an appointment with one of our New Jersey oppressed shareholder attorneys.

For more information about your rights please read the following article from our Blog:

The New Jersey Oppressed Shareholder Statute Protects the Ownership Interests of Shareholders in Closely Held Corporations.