It’s not often that bankruptcy law intersects with corporate dissolution proceedings based on deadlock or minority shareholder oppression, but when it does, likely it’s bad news for the petitioner seeking to liquidate the company or to be bought out by another shareholder. A recent decision by Kings County Supreme Court Justice Carolyn Demarest illustrates why, in this week’s New York Business Divorce.
Continue Reading Failure to Disclose Stock Interest in Bankruptcy Petition Defeats Standing in Later Dissolution Proceeding
June 2008
Indemnity Provision Can Tilt the Playing Field in Litigation Between Business Partners
This week’s New York Business Divorce looks at a recent case in which the managing member of an LLC, relying on the operating agreement’s indemnity provision, sought to sell company assets for various purposes including payment of her own legal fees to defend against an action brought by the other members to remove her as manager.
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Continue Reading Indemnity Provision Can Tilt the Playing Field in Litigation Between Business Partners
Decision Lowers the Bar for Former Partner’s Claims of Fraudulent Buyout
By Peter A. Mahler on
An important appellate decision issued last week, sustaining a complaint alleging concealment of financial projections impacting on share price, demands the attention of business owners and their counsel considering the buyout of a minority partner. Read about it in this week’s New York Business Divorce.
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Continue Reading Decision Lowers the Bar for Former Partner’s Claims of Fraudulent Buyout
LLC Member Disputes and the Attorney-Client Privilege
By Peter A. Mahler on
A recent federal court decision, ruling that communications between an LLC’s attorney and its managers are immune from discovery in litigation brought by an LLC member, merits this special mid-week report in New York Business Divorce.
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Continue Reading LLC Member Disputes and the Attorney-Client Privilege
Caplash Redux: 50% Member Cannot Hire Lawyer to Represent LLC in Dispute with Other 50% Member
By Peter A. Mahler on
When 50-50 business partners have a falling out, the ensuing battle for the high ground can lead one of them to take hostile action in the company’s name without the other’s consent. A new decision on the subject by Justice Kenneth Fisher launches this week’s New York Business Divorce.
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Continue Reading Caplash Redux: 50% Member Cannot Hire Lawyer to Represent LLC in Dispute with Other 50% Member
Dissenting Shareholder Loses Right to Receive Dividends Upon Merger Consummation
By Peter A. Mahler on
This week’s New York Business Divorce highlights a recent decision dismissing a complaint by a former shareholder, brought after he already won a judgment in a dissenting shareholder stock appraisal, seeking to compel the company to pay him additional “tax dividend” distributions.
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Continue Reading Dissenting Shareholder Loses Right to Receive Dividends Upon Merger Consummation