November 2008

The necessity of an evidentiary hearing is a threshold issue in corporate dissolution proceedings. A recent decision by Suffolk County Commercial Division Justice Emily Pines serves up a good illustration of how courts approach the issue. Read more in this week’s New York Business Divorce.
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Continue Reading Disputed Allegations of Shareholder Oppression Require Evidentiary Hearing

The laws authorizing “oppressed” minority shareholders to petition for corporate dissolution also give the majority shareholders the right to avoid litigating dissolution by electing to purchase the petitioner’s shares for fair value. This week’s New York Business Divorce highlights a recent case in which the court refused to permit an untimely election.
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Continue Reading Timing is Everything When it Comes to the Buyout Election in Corporate Dissolution Cases

Say goodbye to Joe the Plumber, say hello to Joe the Shareholder who makes his debut in this week’s New York Business Divorce as we examine the rights under employment law of a minority shareholder whose employment with his own company is terminated by the controlling shareholders.
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Continue Reading Dissolution May Be Sole Remedy When Minority Shareholder’s At-Will Employment is Terminated

“Eat and drink with your relatives; do business with strangers.” This Greek proverb gets sorely tested by the case featured in this week’s New York Business Divorce, involving a Greek restaurant business in which one of the shareholders died after filing for dissolution and the other then sought to enforce a buyback provision in the shareholders’ agreement.
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Continue Reading Court Enforces Stock Buyout Triggered by Shareholder’s Death Notwithstanding Pending Dissolution Proceeding