Boardroom battles on Wall Street command national attention. Yet the vast majority of business disputes in the United States do not take place on Wall Street and do not involve public companies. Nearly all American companies are privately held, and the disputes between the owners of these Main Street businesses seldom make headlines. Nor do they receive much attention in legal scholarship. While scholars have examined these disputes from a theoretical perspective, there have been no empirical studies analyzing lawsuits between the owners of private companies. As a result, we do not know why these business relationships fail or the specific risks these business owners face. This Article aims to fill that gap through the first empirical study of litigation between the owners of private companies. This study analyzes hand-collected data from over 700 lawsuits filed in 31 U.S. states and territories. It reveals significant differences between public-company disputes and their private-company counterparts. Most importantly, emotions take center stage in private company disputes, with plaintiffs often alleging that emotional bonds with their business partners caused them to forgo crucial protections. When these bonds break down, the disputes devolve into claims rarely seen on Wall Street: allegations of self-dealing through theft, freeze-outs, unlawful competition, or dilution of ownership interests. Recognizing these unique attributes of Main Street disputes will allow lawyers, judges, and lawmakers to approach business law in ways that more directly serve its largest constituency.
Friday, January 31, 2025