Iron Ark PLLC · Practice
Partnership & shareholder disputes.
Deadlock · freeze-outs · capital calls · buyouts · dissolution
Iron Ark PLLC represents partners, LLC members, co-founders, and minority and majority shareholders when a closely held business stops working.
These disputes usually begin with control – a deadlock, a freeze-out, a disputed capital call, withheld distributions, or a contested removal – and end in a buyout, a dissolution, or a trial. We also represent the company itself when an internal fight threatens operations, lenders, or a pending sale. Our work starts with the governing documents: the operating or partnership agreement, the shareholder agreement, and the deal papers behind them. Eli Albrecht has drafted these provisions for sponsors and founders across hundreds of transactions; Brian C. Kerr has litigated partnership and governance disputes in state and federal courts nationwide. We price engagements as flat fees by phase, contingency, or a hybrid.
What we handle
Deadlock. When equal owners can’t decide, the agreement may provide a tiebreaker or buy-sell; if it doesn’t, courts can appoint a custodian or order dissolution.
Freeze-outs. Owners cut off from management, information, or distributions may have claims under the agreement, for breach of fiduciary duty, or – in some states – under statutory oppression remedies.
Capital calls and distributions. Capital calls and distribution decisions can be used to squeeze out or dilute an owner; the agreement’s procedures and the managers’ duties decide whether that was proper.
Buy-sell and valuation. Exit provisions set the price formula and process, and most fights are over the valuation date, discounts, and whether the triggering event actually occurred.
Books and records. Owners have statutory and contractual rights to information, and a records demand is often the first step that reveals the claim.
Dissolution and receivership. When a business can no longer operate as its owners agreed, courts can order dissolution or appoint a receiver or custodian to protect it while the dispute is resolved.
The first moves
Partnership disputes usually start quietly: information stops flowing, distributions stop, a capital call arrives. The first moves – a books-and-records demand, a notice under the agreement, preserving the company’s records – often set the leverage for everything that follows.
How it is priced
Flat fees by phase for most matters. Minority holders with strong claims against a solvent company or controlling partner may qualify for contingency or a hybrid structure. How Iron Ark Funding works.
When the network comes in
Typical additions are business-valuation and tax specialists and litigators admitted in the state where the entity was formed or does business. Network counsel work on assignments the lead team defines, and their work is reviewed before it goes out. Their cost sits inside the fee structure agreed at engagement – and on contingency matters, network attorneys join us on contingency. Any division of fees is disclosed to you and agreed in writing.
Common questions
What can I do if I’ve been frozen out of my LLC?
Start with the operating agreement and your information rights; a books-and-records demand is often the first step. Depending on the facts, claims may include breach of the agreement, breach of fiduciary duty, or dissolution.
What happens when owners deadlock?
The agreement may provide a tiebreaker or buy-sell mechanism. If it doesn’t, courts can appoint a custodian or, where the business can’t continue as agreed, order dissolution.
Can my partners force me out?
Only as the agreement allows. Expulsion, buy-sell, and capital-call provisions are where these fights start, and valuation is usually where they end.
When the partnership stops working, the documents start talking.
Discuss a partner dispute →