In this week’s New York Business Divorce, read about the Appellate Division – First Department’s important decision last Friday clarifying how courts must apply the internal affairs doctrine to the question of standing to sue in derivative cases involving non-New York incorporated entities.
Continue Reading Derivative Standing and the Internal Affairs Doctrine
The minority and majority owners of a Brooklyn-based vodka distillery duke it out in the case examined in this week’s New York Business Divorce centering on the proper construction of provisions in a Founders Agreement concerning the right to, and consequences of, terminating a founder.
Continue Reading Then There Were Two: Court Rejects Minority Shareholder’s Claim of Wrongful Termination Under Founders Agreement
A recent decision by Manhattan Commercial Division Justice Anil Singh enforced a minor daughter’s assignment of her LLC membership interest to secure her father’s debt repayment to another member, over the objection that the assignment lacked consideration. Learn more in this week’s New York Business Divorce.
Continue Reading Assignment of LLC Interest Defeats Standing Despite Alleged Lack of Consideration
Common-law dissolution requires “egregious” conduct by the majority, but what constitutes egregious conduct? Read this week’s New York Business Divorce to find out how one Manhattan judge recently defined it.
Continue Reading Non-Egregiously Aggrieved Minority Shareholder Can’t Sue for Common-Law Dissolution
Manhattan Commercial Division Justice Anil Singh’s recent decision in Saleeby v Remco Maintenance teaches some valuable lessons about how not to draft stock or membership interest redemption provisions in executive employment agreements. It’s in this week’s New York Business Divorce.
Continue Reading Good Faith Trumps Sole Discretion in LLC Agreement’s Repurchase Provision
A recent decision by Justice Vito DeStefano highlights the choices to be made by a 50% shareholder when choosing the statutory basis for dissolution, and the effect the choice has on available remedies. The case is featured in this week’s New York Business Divorce.
Continue Reading Choose the Right Dissolution Statute for the Right Remedy
It’s that time again, when New York Business Divorce lists the ten most noteworthy business divorce cases of the past year, along with short summaries and links to prior posts on the featured cases. Happy New Year!
Continue Reading Top Ten Business Divorce Cases of 2013
Do New York courts have authority to hear suits for judicial dissolution of New York-based foreign business entities? This week’s New York Business Divorce discusses a recent decision by Justice Anil C. Singh in Holdrum, N.V. v. Edelman, which highlights a split of appellate authority on the issue.
Continue Reading Judicial Muddle Persists Over Power to Dissolve Foreign Entities