The rough and tumble of business divorce meets attorney ethics in this week’s New York Business Divorce which highlights a pair of decisions by Justices Elizabeth H. Emerson and Timothy S. Driscoll involving the issue of attorney disqualification in judicial dissolution proceedings of closely held businesses.
Continue Reading Disqualification of Counsel in Business Divorce Proceedings
February 2011
Attention All Would-Be Corporate Dissolution Petitioners: Notice Pleading Doesn’t Cut It. You Need to Allege Facts. Lots of Them.
By Peter A. Mahler on
Unlike regular lawsuits that can be initiated with a notice pleading, a petition for involuntary corporate dissolution must contain detailed factual allegations supported by any available documentary evidence to establish the requisite grounds, be they oppressive action, fraud, waste and looting, or deadlock. A recent decision by Nassau County Commercial Division Justice Timothy S. Driscoll in Matter of Comparato illustrates the dire consequences of a petition that relies solely on conclusory allegations of misconduct. It’s in this week’s New York Business Divorce.
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Continue Reading Attention All Would-Be Corporate Dissolution Petitioners: Notice Pleading Doesn’t Cut It. You Need to Allege Facts. Lots of Them.
Termination of Operating Agreement Triggers LLC Dissolution
By Peter A. Mahler on
Can an LLC continue its existence after a member exercises the right to terminate the operating agreement? Justice Stephen A. Bucaria’s recent decision in Matter of Fassa answers the question, as explained in this week’s New York Business Divorce.
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Continue Reading Termination of Operating Agreement Triggers LLC Dissolution
The Emerging Influence of 1545 Ocean Avenue on Judicial Dissolution of LLCs
By Peter A. Mahler on
Posted in LLCs
The Appellate Division, Second Department’s breakthrough decision in the 1545 Ocean Avenue case, in which the court redefined the standard for judicial dissolution of LLCs, recently marked its one-year anniversary. This week’s New York Business Divorce looks at several recent trial court decisions by Justices Warshawsky, Strauss and Pines in LLC dissolution cases to see how the new standard has fared.
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Continue Reading The Emerging Influence of 1545 Ocean Avenue on Judicial Dissolution of LLCs