July 2009

Internecine litigations involving family-owned close corporations generate some of the murkiest fact patterns and knottiest legal issues known to the courts. This week’s New York Business Divorce looks at one such case, recently decided by Justice Bernard J. Fried, involving a family fight over a dissolved corporation, a second corporation with the same name,and real estate sale proceeds.
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Continue Reading Court Permits Direct Rather Than Derivative Recovery in Post-Dissolution Action Against Controlling Shareholder for Misappropriation of Assets Held by Second Corporation Found to be “Mere Continuation” of Dissolved Corporation

The grant or denial of preliminary injunctive relief at the outset of a dissolution proceeding can make a critical difference in the events that follow. This week’s New York Business Divorce looks at two back-to-back decisions by Justice Orin Kitzes, one denying and one granting injunctive preliminary relief, in cases that otherwise have a lot in common.
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Continue Reading A Tale of Two Preliminary Injunction Applications in Corporate Dissolution Cases Decided Three Days Apart, Same Issue, Same Judge, Different Outcomes

Did you know that the Surrogate’s Court has jurisdiction over corporate dissolution proceedings involving the estate of a deceased shareholder? Read more in this week’s New York Business Divorce highlighting a recent appellate decision affirming an award in favor of the estate of a minority shareholder arising from a petition for judicial dissolution of an accounting firm.
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Continue Reading Majority Shareholders of Accounting Firm Held Liable for Value of Deceased Minority Shareholder’s Interest After They Formed New Firm Using Old Firm’s Assets and Good Will

There is nothing “unique” or “even unusual” about deadlock dissolution cases that place them outside the scope of a broad arbitration clause in a shareholders’ agreement, rules Justice Ira Warshawsky in a recent decision featured in this week’s New York Business Divorce.
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Continue Reading No Exception to Arbitration for Deadlock Dissolution Petition, Court Rules