Business Partner or Shareholder Dispute? Funding a Buyout, Squeeze-Out, or Earnout Claim

Disputes between business partners and shareholders are some of the most expensive fights a business owner can face. A buyout that isn’t honored, a minority owner frozen out, or an earnout the buyer never pays can involve $100,000 or more, and the other side often controls the company’s money and records.

Darkwell Capital helps owners pursue these claims without funding the whole fight from their own pocket. Our commercial funding focuses on claims of $100,000 or more, subject to review and approval by our team.

Owed $100,000 or more in a partner or shareholder dispute? Request a free claim review.

Common partner and shareholder claims

• Buyouts. A buy-sell agreement triggered by a departure, death, or deadlock, and a price or payment schedule the other side won’t honor. Valuation disputes are common.
• Minority squeeze-outs. A minority owner cut off from management, information, or distributions, diluted, or pressured into selling at a low price. Many states give minority owners remedies, but they differ widely.
• Unpaid earnouts. You sold your company with part of the price tied to future results, and the buyer didn’t pay. Disputes often turn on accounting, the buyer’s conduct after closing, and the purchase agreement’s terms.
• Money owed between partners. Unpaid loans, capital accounts, or distributions under an operating or partnership agreement.

The documents usually decide the fight

Operating agreements, shareholder agreements, bylaws, and purchase agreements often set the rules for valuation, dispute resolution, and what duties owners owe each other. Some states allow those duties to be limited by agreement. Many earnout provisions send accounting disputes to an independent accountant first. Your attorney will start with these documents.

Why the cost of the fight stops good claims

When the other side controls the company, it may be paying its legal bills with company money. Contract and corporate litigation lawyers bill an average of $373 and $461 an hour, according to Clio’s Legal Trends data (2025 figures), and big cases often run for years. See the full breakdown in How much does it cost to sue a business for breach of contract?

How Darkwell helps

Litigation costs are substantial, and they land on you while the other side may control the company’s money. Darkwell helps carry them.

• We help carry the cost. Darkwell funding helps pay for the case, so your operating cash stays in your business.
• We bring attorneys we know. Darkwell has a network of attorneys we know. They help keep costs down while still pursuing the claim. The claim moves forward with an attorney from our network, or your current attorney where it fits.
• Your attorney handles the law. We don’t run your case or choose your legal strategy. Your attorney does that.
• You make a clear decision. The goal is to take the stress out of the fight and make the smart financial decision about your claim.

What to send for a claim review

• Operating, partnership, or shareholder agreements, and bylaws.
• The purchase agreement and earnout schedule, if you sold the business.
• Financial statements, K-1s, and distribution records you have.
• Key emails and letters, especially anything where the other side admits or disputes what it owes.
• The other side’s full legal name and state, and anything you know about its assets or insurance.
• Your attorney’s name, if you already have one.

How we get paid

Our fee comes out of the recovery, not your pocket. If there’s no recovery, you don’t repay our funding. Your written agreement sets the exact terms.

Where we work and claim size

We fund claims in many U.S. states, reviewed state by state, where champerty rules and litigation funding laws allow our model. We confirm your state during review.

Commercial funding focuses on larger claims of $100,000 or more. Across all our work, we review claims of $10,000 or more, subject to review and approval by our team.

Darkwell does not buy or collect consumer debt in states that require a collection license, including Colorado.

Common questions

Do I have to use an attorney from your network? No. The claim can move forward with an attorney from our network, or your current attorney where it fits.

What size claims do you fund? Commercial funding focuses on larger claims of $100,000 or more. Across all our work, we review claims of $10,000 or more, subject to review and approval by our team.

What does a claim review cost? Nothing. The claim review is free.

Owed $100,000 or more by a partner or buyer? Request a free claim review. Send what you have, and you’ll get a response from our team.

Related reading: Commercial Claim Funding · Can’t Afford to Sue a Company? · Cost to Sue for Breach of Contract · Claim Funding When You Can’t Afford an Attorney