November 2009

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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Continue Reading Contender to 50% Stock Interest Wins Decisive Round in Battle Over Nominee Agreement

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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Continue Reading Beware Unreasonable Restraints on Alienation When Drafting Shareholder and Operating Agreements

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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Continue Reading Valuing Shares in a Residential Co-op Corporation: Is the Whole Worth More Than the Sum of its Parts?

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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Continue Reading The Importance of Identifying Your Client — And Who’s Not Your Client — When Preparing Shareholder Agreements

This week’s New York Business Divorce features an interview with Douglas Moll, Professor of Law at the University of Houston Law Center and one of the leading authorities on shareholder oppression in close corporations. Professor Moll answers questions about minority shareholder protection, LLCs, Delaware law, and also talks about his newly published treatise called The Law of Closely Held Corporations.
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Continue Reading Interview with Law Professor Douglas Moll, Leading Authority on Shareholder Oppression