Legal Definitions - freezee

A freezee is an individual or entity that has been intentionally excluded, marginalized, or forced out of a particular situation, often a business or partnership, by a more powerful party. This exclusion, known as a "freeze-out," typically involves actions designed to diminish their influence, rights, or ownership, sometimes compelling them to divest their interest.

• Example 1: Minority Shareholder

  Imagine a small investor, Ms. Chen, who owns a minority stake in a growing software company. The majority shareholders decide to restructure the company in a way that forces all minority shareholders to sell their shares back to the company at a price significantly below market value, while the majority shareholders retain their ownership and control. Ms. Chen is given no real option but to accept the offer.

  In this scenario, Ms. Chen is the freezee because she is being systematically forced out of her ownership in the company by the actions of the more powerful majority shareholders, who are conducting a freeze-out.

• Example 2: Business Partner

  Consider a three-person law firm partnership. Two of the partners, holding a combined 70% ownership, begin making all significant firm decisions without consulting the third partner, Mr. Davies. They intentionally exclude him from client meetings, withhold access to financial records, and reassign his most profitable cases to themselves, making his position within the firm untenable.

  Mr. Davies is the freezee because he is being deliberately marginalized and excluded from the operational and financial aspects of the partnership by the other two partners, who are attempting to force him out of the firm.

• Example 3: Non-Profit Board Member

  A long-serving board member of a community arts foundation, Dr. Anya Sharma, finds herself consistently overlooked for important committee assignments after a new faction gains control of the board. Her proposals are routinely tabled or ignored, and she is intentionally left out of crucial email communications and informal discussions that shape the foundation's direction, with the ultimate goal of making her feel unwelcome and prompting her resignation.

  Dr. Sharma is the freezee in this context, as she is being systematically sidelined and excluded from her influential role within the organization by the dominant group on the board.