September 2011

An unusual shareholders’ agreement leads to unusual, concurrent arbitration and judicial proceedings in a shareholders’ battle for control of a Brooklyn restaurant business. Read about Justice Carolyn Demarest’s recent decision in Boz Export & Import v. Karakus in this week’s New York Business Divorce.
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Continue Reading Concurrent Arbitration and Court Proceedings in Shareholder Dispute? It Can Happen.

Last week, in Pappas v. Tzolis, the Appellate Division, First Department, handed down a 3-2 decision reinstating claims for fiduciary breach and fraud brought by members of an LLC against another member who acquired their interests allegedly while keeping secret his negotiations to sell the LLC’s sole asset to an outside buyer at a drastically higher valuation. It’s an important decision likely headed to the New York Court of Appeals, and it’s in this week’s New York Business Divorce.
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Continue Reading The Rise and Fall and Rise of Blue Chip: Fiduciary Duty Trumps Waiver in Latest First Department Decision

A recent decision by Kings County Justice Carolyn Demarest ordered disqualification of plaintiffs’ lawyer in litigation among co-owners of a limited liability company, finding a non-waivable conflict of interest between two groups of complaining members. Learn more in this week’s New York Business Divorce.
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Continue Reading “Beauty Bar” Case Highlights Conflicted Legal Representation in Dispute Among LLC Members

When you can’t be a fly on the wall, a discreetly placed tape recorder may be the next best thing. That, at least, is one of the lessons taught by Feinberg v. Silverberg, decided last month by Nassau County Justice Ira Warshawsky, in which the court granted a preliminary injunction in a shareholder dispute based on tape recordings that captured the defendant planning to oust his business partner. Don’t miss it in this week’s New York Business Divorce.
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Continue Reading “So If We Shut the Lights on This Sucker” and Other Things Not to Say on Tape When Squeezing Out a Fellow Shareholder