It’s the second anniversary of New York Business Divorce, and what better way to celebrate the occasion, and the New Year, than a look back at 2009’s top-10 business divorce cases.
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NY Business Divorce Adds Case Alerts via Twitter
There’s a new twitter module in the sidebar of this blog. The module displays my most recent tweets and provides a link for anyone who’d like to follow me. My tweets will be devoted primarily to short descriptions of, and links to, newly released court decisions of interest to business lawyers and other professionals.
For some time I’ve been following the twitter phenomenon from afar, with a special
Two-Member LLC Operating Agreement Contains Recipe for Dissension and Litigation
Case law involving judicial dissolution of LLCs is still in its infancy. A recent Delaware Chancery Court decision takes another small developmental step, while also highlighting the need for operating agreement buy-sell provisions that stand a reasonable chance of avoiding business divorce litigation. It’s in this week’s New York Business Divorce.
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Delaware Supreme Court Upholds Application of Statute of Frauds to Oral LLC Operating Agreements
In an important ruling yesterday, the Delaware Supreme Court upheld application of the statute of frauds to oral LLC operating agreements. Today’s posting links to Professor Larry Ribstein’s analysis.
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Bankruptcy Court’s Ruling Does Not Establish “Floor” Value in Subsequent Stock Appraisal Proceeding
An interesting new decision by Queens County Justice Peter Kelly in a stock valuation proceeding wrestles with issue preclusion stemming from a bankruptcy court’s rejection of a proposed settlement involving the petitioner’s shares. This week’s New York Business Divorce explains.
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Interview with Law Professor Larry Ribstein on his New Book, “The Rise of the Uncorporation”
Law Professor, prolific author and ABA Top-100 blogger Larry Ribstein is a superstar in the world of LLCs and other unincorporated business entities. This week’s New York Business Divorce presents an interview with Professor Ribstein on the subject of his new book, The Rise of the Uncorporation, which is must reading for anyone interested in this area of the law.
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Contender to 50% Stock Interest Wins Decisive Round in Battle Over Nominee Agreement
The fascinating case of Yemini v. Goldberg, involving the enforceability of a Nominee Agreement between two 50% shareholders, makes its second appearance in this week’s New York Business Divorce on the occasion of a new decision in the case by Justice Stephen Bucaria.
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Beware Unreasonable Restraints on Alienation When Drafting Shareholder and Operating Agreements
Shareholder and operating agreements typically contain provisions restricting the right to transfer stock or membership interests. A recent decision by Justice Ira Warshawsky in Verderber v. Commander Enterprises Centereach, LLC, in which he refused to grant a preliminary injunction enforcing a transfer restriction, prompts this week’s New York Business Divorce to examine the ancient rule against unreasonable restraints on alienation.
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Valuing Shares in a Residential Co-op Corporation: Is the Whole Worth More Than the Sum of its Parts?
A rare case stemming from a petition to dissolve a residential co-op corporation is the subject of this week’s New York Business Divorce. The decision by Justice Carolyn Demarest in McDaniel v. 162 Columbia Heights addresses challenging valuation issues for this unique type of business corporation.
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The Importance of Identifying Your Client — And Who’s Not Your Client — When Preparing Shareholder Agreements
The attorney who prepares a shareholders’ agreement without documenting exactly whom the attorney does and doesn’t represent, and without appropriate disclosure of conflicts when representing multiple shareholders with divergent interests, is asking for trouble, at least, that’s the lesson to be drawn from a recent decision by Justice Carolyn Demarest in Schlissel v. Subramanian, featured in this week’s New York Business Divorce.
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