October 2009

When majority shareholders, for good or bad reason, terminate the minority shareholder’s employment in a closely held company that pays no dividends, is the minority shareholder’s at-will employment status a defense to an involuntary corporate dissolution proceeding? The answer arrives in this week’s New York Business Divorce courtesy of a recent decision by Justice Marily Shafer in the case of Ambar v. Devington Technologies, Ltd.
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Continue Reading Fired Minority Shareholder’s Oppression Claim Not Barred by At-Will Employment Provisions in Shareholders’ Agreement

How might involuntary corporate dissolution figure into what otherwise would be a garden variety action for goods sold and delivered? Find out in this week’s New York Business Divorce as it examines a recent decision by Justice Daniel Palmieri in The Woods Knife Corp. v. Eastman Machine Co.
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Continue Reading Dissolution Counterclaim Fails to Stall Action for Goods Sold and Delivered

The defense of “unclean hands” frequently is employed against petitions for involuntary corporate dissolution. A recent decision by Justice Stephen Bucaria, examined in this week’s New York Business Divorce, highlights the special considerations attendant to the defense in 50/50 deadlock dissolution cases, where the focus is less on fault and more on the existence of dissension.
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Continue Reading “Unclean Hands” Defense Can Backfire in Deadlock Dissolution Case

A one-of-a-kind, high-stakes dissenting shareholder appraisal proceeding is the subject of a fascinating decision by Justice Ira Warshawsky, in which he tackles disputes over trapped-in capital gains, marketability and minority discounts, widely disparate expert valuations, and entitlement to attorney’s fees and interest. Read about it in this week’s New York Business Divorce.
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Continue Reading Court Determines Fair Value in Dissenting Shareholder Case Triggered by REIT Conversion