Squeeze-Out Techniques

Kent J. Browning - Attorney at law

What are Common Squeeze-Out Techniques?



A “squeeze-out” is an action taken by majority or controlling shareholders in an attempt to reduce or eliminate a minority shareholder’s interest in a closely-held corporation.

Common squeeze-out techniques include:
  • Refusal to declare dividends
  • Refusal to distribute earnings as bonuses or retirement benefits
  • Siphoning off earning through exorbitant salaries and bonuses
  • Termination of employment (the functional equivalent to a denial of dividends or any return on investment)
  • Removal as directors or officers (or effectively depriving minority shareholders of any active voice or meaningful role in the management and operation of the corporation)
  • Deliberate withholding of information or manipulation of company books and records
  • Usurpation of buisness opportunities and misappropriation of corporate assets
Squeeze-out techniques are used by majority or controlling shareholders to “lock-in” a minority shareholder for two reasons: (1) to force a sale of a minority interest at less than a fair price and (2) to “freeze out” the minority of a fair return on investment.