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.

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:
Breach of fiduciary duty
Misuse of company funds
Misappropriation of corporate opportunities
Oppression of minority shareholders
Disputes over profit distribution or draws
Freeze-outs or attempts to dilute an owner’s interest
Conflicts over management control or voting rights
Removal of officers, directors, or managers
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.

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:
Corporations may dissolve voluntarily or judicially under T.C.A. § 48-24-101 et seq.
LLCs may dissolve under the procedures in T.C.A. § 48-249-601 et seq.
Courts can order dissolution for deadlock, misconduct, or oppressive conduct
Common disputes include:
Fair valuation of ownership interests
Access to company books and records
Accounting disputes
Forced buyouts
Winding up of company assets
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.
