2011

This week’s New York Business Divorce highlights the contributions of the Nassau County Commercial Division Justices Stephen Bucaria, Ira Warshawsky and Timothy Driscoll to the body of business divorce case law, also featuring three of their recent decisions.
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Continue Reading New Decisions of Interest by Nassau County’s Commercial Division Judges

The order to show cause is a critical document drafted by the petitioner’s counsel for signature by the judge when initiating a corporate dissolution proceeding. This week’s New York Business Divorce offers a drafting primer using some illustrative forms.
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Continue Reading Dissecting the Order to Show Cause in Corporate Dissolution Proceedings

In a rare intersection of matrimonial and business divorce, last week the Appellate Division, Third Department, upheld the dismissal of an LLC dissolution proceeding brought by one spouse on the ground it was superseded by the other spouse’s prior-filed divorce action. But wait a minute; how can the court simply disregard the LLC as a separate entity? Read more in this week’s New York Business Divorce.
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Continue Reading Court Decision Weds Business Divorce with Matrimonial Divorce

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.
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Continue Reading Disqualification of Counsel in Business Divorce Proceedings

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.

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

Under the Business Corporation Law, must a court-appointed receiver sell at public auction realty owned by a dissolved corporation, or may the receiver offer the property in a privately negotiated sale? That’s the question presented in Matter of Darvish decided this month by Manhattan Commercial Division Justice Melvin Schweitzer. It’s in this week’s New York Business Divorce.
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Continue Reading Liquidation of Real Estate Holding Company: Public Auction or Private Sale?

This week’s New York Business Divorce travels to Montana to examine a recent decision by that state’s highest court denying arbitration of a petition for judicial dissolution of an LLC. Drafters of agreements among company co-owners should take note.
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Continue Reading A Lesson in Arbitration Clause Drafting from Big Sky Country

The issue of venue rarely is contested in corporate dissolution cases thanks to special venue provisions in the Business Corporation Law and the LLC Law that require the case to be filed in the judicial district listed in the organizational documents filed with the Secretary of State. This week’s New York Business Divorce reports on a rare exception which reached the Appellate Division, Third Department, in Matter of Supplier Distribution Concepts, Inc.
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Continue Reading Vying Over Venue in Corporate Dissolution Proceedings