I’m pleased to present my fourth annual list of picks for the past year’s ten most significant business divorce cases. This year’s crop includes rulings on substantive and procedural issues involving dissolution, buy-out, appraisal and fiduciary breach involving closely held corporations, limited liability companies, and professional corporations. All ten were featured in this blog previously; click on the case name to read the full treatment. And the winners are: 


  1. Matter of Supplier Distribution Concepts, Inc., 80 AD3d 869, 2011 NY Slip Op 00084 (3d Dept Jan. 6, 2011), presenting a fight over the proper venue for a corporate dissolution proceeding, in which the appellate court reversed an order departing from the statutory mandate requiring commencement of the proceeding in the judicial district correlating to the county in which the business is located as stated in its certificate of incorporation.
  2. Matter of Darvish (Haslacha, Inc.), 2011 NY Slip Op 30134(U) (Sup Ct NY County Jan. 19, 2011), involving the liquidation and winding up of a real estate holding company by a receiver, in which the court rejected a shareholder’s contention that the property must be sold at public auction rather than by private sale.
  3. Matter of Giaimo (EGA Associates, Inc.), 31 Misc 3d 1217(A), 2011 NY Slip Op 50714(U) (Sup Ct NY County Apr. 25, 2011), a valuation proceeding involving a large portfolio of Manhattan apartment buildings, where the court applied a discount for built-in capital gains but refused to apply a marketability discount.
  4. Centro Empresarial Cempresa S.A. v. America Movil, S.A.B. de C.V., 17 NY3d 269, 2011 NY Slip Op 04720 (Ct App June 7, 2011) and Arfa v. Zamir, 17 NY3d 737, 2011 NY Slip Op 04719 (Ct App June 7, 2011), a pair of highly important decisions by the Court of Appeals dismissing fiduciary breach claims between shareholders based on written releases given as part of the challenged transactions.

  1. Matter of Bernfeld (Michael Bernfeld, D.D.S. and Yakov Kurilenko, D.D.S., P.C.), 86 AD3d 244, 2011 NY Slip Op 05071 (2d Dept June 7, 2011), a case involving a professional corporation dental practice in which the widow of a deceased majority shareholder was denied standing to seek judicial dissolution.
  2. Gitlin v. Chirinkin, 32 Misc 3d 1226(A), 2011 NY Slip Op 51433(U) (Sup Ct Nassau County June 29, 2011), in which the court ruled that, in the absence of a formal withdrawal from membership, an inactive minority member of a limited liability company was entitled to his pro rata share of profits from the liquidation of realty assets.
  3. Matter of Harlem River Yard Ventures, Inc., Decision and Order, Index No. 602341/07 (Sup Ct NY County July 11, 2011), a dissenting shareholder case in which the court endorsed a discounted cash flow method and rejected post-merger tax benefits in valuing the company’s real estate holdings.
  4. Barasch v. Williams Real Estate Co., 33 Misc 3d 1219(A), 2011 NY Slip Op 51979(U) (Sup Ct NY County Nov. 3, 2011), in which the court ruled in favor of a dissenting shareholder over the objection of the controlling shareholders who denied that a complex corporate reorganization triggered the right to dissent and seek appraisal.
  5. Matter of Carson (Carrabasset Management Corp.), 2011 NY Slip Op 09063 (3d Dept Dec. 15, 2011), a case involving dueling dissolution petitions in which the appellate court held that the petitioner had no statutory buy-out right.
  6. Roni LLC v. Arfa, 2011 NY Slip Op 09163 (Ct App Dec. 20, 2011), in which the New York Court of Appeals allowed plaintiffs to proceed on a complaint alleging breach of a fiduciary duty of pre-formation disclosure by the "promoter" of a limited liability company.