2010

No, it’s not Monday. Due to the tremendous public interest in the American Chopper litigation, New York Business Divorce is posting ahead of its normal schedule to let folks know about this week’s appellate decision handing victory to Paul (Junior) Teutul in his fight to resist a compelled buyout by his father of his minority stake in Orange County Choppers. Next posting: December 27, 2010.
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Continue Reading Paul (Junior) Teutul Wins Appeal in American Chopper Buyout Lawsuit

A Queens County judge recently lowered the boom on controlling shareholders of a fire and burglar alarm company, all of whose assets they sold without telling, or distributing any sale proceeds to, a minority shareholder. Get the full story in this week’s New York Business Divorce.
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Continue Reading Court Grants Common-Law Dissolution and Awards Damages for 5% Shareholder Excluded From Sale of Company Assets

This week’s New York Business Divorce examines a noteworthy decision by Manhattan Supreme Court Justice Marylin Diamond in Cole v. Macklowe, where she precluded the defendant’s valuation expert from testifying on the applicability of minority and marketability discounts in valuing the plaintiff’s equity interests in a series of single-asset real estate holding companies.
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Continue Reading Court Rejects Minority and Marketability Discounts in Assessing Damages for Breach of Equity Participation Agreement

Professor Larry Ribstein recently published a highly informative paper called “Close Corporation Remedies and the Evolution of the Closely Held Firm” in which he relates the judicial dissolution remedy to the evolution of small business firms from partnerships to close corporations to the modern limited liability company. It’s essential reading for business divorce practitioners, and it’s in this week’s New York Business Divorce.
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Continue Reading Larry Ribstein on the Evolution of the Closely Held Firm and Judicial Dissolution Remedies

Suffolk County Commercial Division Justice Emily Pines recently denied a judicial dissolution petition brought by a minority shareholder after he voluntarily left the company to take employment elsewhere, and where the shareholders’ agreement provided for buyout only in the event of a shareholder’s death. Get the full story in this week’s New York Business Divorce.
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Continue Reading Contract Trumps Shareholder Expectations in Recent Case Denying Judicial Dissolution of Close Corporation

A recent decision by Commercial Division Justice Bernard Fried addresses an interesting issue concerning demand requirements for derivative actions involving manager-managed LLCs. Learn more in this week’s New York Business Divorce.
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Continue Reading May Majority Member of Managerless Manager-Managed LLC Maintain Derivative Action?

What are the powers of the president of a close corporation to make major decisions in the ordinary course of business, such as entering leases, without obtaining board approval? Does it matter if the president knows he or she cannot obtain board approval for the proposed action? Read this week’s New York Business Divorce to see how these questions were answered by Rochester Commercial Division Justice Kenneth Fisher in a fascinating case pitting brother against brother in Hellman v. Hellman.
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Continue Reading Court in Hellman Case Re-Affirms Close Corporation President’s Authority to Sign Lease Without Board Approval

In Georgi v. Polanski, decided last month by Kings County Commercial Division Justice David Schmidt, the court addresses the right of a controlling LLC member to expel the non-controlling member upon his failure to comply with a capital call. It’s in this week’s New York Business Divorce.
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Continue Reading Not a Capital Idea: Making Unauthorized LLC Capital Calls