Corporation & LLC Issues in Tennessee

Nashville Corporate & LLC Litigation Lawyers


Corporations and limited liability companies (LLCs) are designed to protect business owners, streamline operations, and define rights and responsibilities. But when disputes arise—between shareholders, between LLC members, or between the business and outside parties—those same structures can become complicated fast. Conflicts can jeopardize ownership interests, financial stability, voting rights, control of the business, and even the survival of the company.

At Freeman & Fuson, we regularly represent corporations, LLCs, partnerships, and individual business owners in disputes involving formation issues, internal conflict, breaches of operating agreements, shareholder oppression, and litigation with third parties. Our attorneys have extensive experience navigating Tennessee’s business entity laws and the practical realities of running and protecting a company.

Three people in business suits reviewing documents at a conference table. Corporation/LLC Issues in Nashville, Tennessee

Key Tennessee Laws Governing Corporate & LLC Disputes


Corporate and LLC issues in Tennessee are primarily governed by:

  • T.C.A. § 48-201-101 et seq. – Tennessee Business Corporation Act
  • T.C.A. § 48-249-101 et seq. – Tennessee Revised Limited Liability Company Act
  • T.C.A. § 48-17-101 et seq. – Protecting shareholders against unfair practices and derivative actions
  • T.C.A. § 48-236-101 et seq. – Corporate dissolution
  • T.C.A. § 48-249-601 et seq. – LLC member rights, voting, distributions & fiduciary duties

These laws control everything from how an entity is formed to how disputes must be handled, how votes occur, how profits are distributed, how fiduciary duties apply, and what happens if the entity must be dissolved.

We use these statutes strategically—whether asserting your rights, defending against claims, or preventing your business partners from abusing their control.

When Formation Issues Create Legal Problems


Many corporate and LLC disputes originate in the formation process.

Problems often arise when:

  • The operating agreement or bylaws were never drafted
  • Formation documents leave out key provisions
  • Ownership percentages are unclear or contested
  • Founders did not understand their voting rights or obligations
  • Partnership responsibilities were never properly documented
  • Investors or new members join without updated agreements

Under T.C.A. § 48-249-203, LLC operating agreements control the internal affairs of the company. When these agreements are silent or incomplete, Tennessee statutory “default rules” apply—often in ways owners never intended.

We help businesses correct these issues, negotiate new agreements, and resolve disputes before they escalate into litigation.

Shareholder & Member Disputes


Internal disputes are among the most complex business conflicts.

They often involve:

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Breach of fiduciary duty

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Misuse of company funds

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Misappropriation of corporate opportunities

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Oppression of minority shareholders

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Disputes over profit distribution or draws

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Freeze-outs or attempts to dilute an owner’s interest

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Conflicts over management control or voting rights

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Removal of officers, directors, or managers

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Claims for derivative lawsuits under T.C.A. § 48-17-401

Under Tennessee law, majority owners owe duties to minority owners and cannot use their power to freeze them out or strip value from their position. Likewise, members and managers of LLCs owe fiduciary duties defined by statute and by the company’s operating agreement.

We help clients enforce those rights and defend against improper allegations.

Business team at a wooden table reviewing charts; woman pointing, laptop open. Corporation/LLC Issues in Nashville, Tennessee

Litigation Between Businesses and Third Parties


Corporations and LLCs also face disputes with vendors, customers, contractors, competitors, insurers, and other outside parties.

Problems often arise when:

  • Breach of contract
  • Fraud or misrepresentation
  • Non-compete and non-solicitation agreements
  • Partnership disputes with outside entities
  • Real estate and lease issues
  • Unfair business practices
  • Collections and payment disputes
  • Intellectual property or confidentiality violations

Whether your entity is bringing a claim or defending one, we provide comprehensive litigation support backed by decades of trial experience.

Dissolution, Buyouts & Business Breakups


Sometimes the best resolution is restructuring ownership or winding down the entity.

Under Tennessee law:

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Corporations may dissolve voluntarily or judicially under T.C.A. § 48-24-101 et seq.

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LLCs may dissolve under the procedures in T.C.A. § 48-249-601 et seq.

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Courts can order dissolution for deadlock, misconduct, or oppressive conduct

Common disputes include:

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Fair valuation of ownership interests

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Access to company books and records

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Accounting disputes

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Forced buyouts

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Winding up of company assets

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Creditor claims

We represent businesses and owners in both voluntary and contested dissolution matters, ensuring that rights are protected, valuations are fair, and statutory procedures are followed.

Hire a Nashville Breach of Contract Lawyer


Our approach includes:

  • Thorough Document Review

    We examine operating agreements, bylaws, shareholder agreements, employment contracts, and financial records to understand the legal landscape.

  • Quick Identification of Statutory Rights

    We determine how the Tennessee statutes apply to your case—especially provisions relating to fiduciary duties, voting rights, dissolution, and derivative actions.

  • Strategic Negotiation & Litigation

    Whether pursuing resolution or litigating aggressively in court, we craft strategies designed to protect ownership interests and company stability.

  • Protection of Business Operations

    Where possible, we keep the business functioning while resolving disputes, avoiding unnecessary disruptions that harm revenue and reputation.

  • Tailored Solutions

    Every business dispute is unique. We develop individualized plans based on the goals of the owners and the needs of the entity.

Talk to a Nashville Corporate & LLC Litigation Lawyer Today


Business disputes can destroy companies if not handled correctly. Call Freeman & Fuson at (615) 298-7272 or contact us online for a confidential consultation. We’ll review your entity documents, analyze the dispute, protect your ownership rights, and pursue the strongest path forward for you and your business.