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.
Continue Reading Larry Ribstein on the Evolution of the Closely Held Firm and Judicial Dissolution Remedies
November 2010
Contract Trumps Shareholder Expectations in Recent Case Denying Judicial Dissolution of Close Corporation
By Peter A. Mahler on
Posted in Grounds for Dissolution
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
May Majority Member of Managerless Manager-Managed LLC Maintain Derivative Action?
By Peter A. Mahler on
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?
Failure to Define Terms in Buyout Agreements Leads to Litigation Woes
By Peter A. Mahler on
What do three recent decisions by the Wisconsin Supreme Court, the Appellate Division in Albany, and Nassau County Justice Ira Warshawsky have in common? They all involve disputes over poorly designed buyout agreements that fail to define critical terms. It’s in this week’s New York Business Divorce.
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Continue Reading Failure to Define Terms in Buyout Agreements Leads to Litigation Woes
Court in Hellman Case Re-Affirms Close Corporation President’s Authority to Sign Lease Without Board Approval
By Peter A. Mahler on
Posted in Corporate Governance, Family-Owned Businesses
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