March 2012

When it comes to documenting ownership of closely held corporations, as Art Linkletter would have said, shareholders do the darndest things. There’s no better illustration of this than Matter of Sunburst Associates, Inc. decided last week by the Appellate Division, Third Department, in a judicial dissolution proceeding brought by a putative 50% shareholder. This week’s New York Business Divorce has the story.
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Continue Reading Inconsistent Documents and Conflicting Testimony Cloud Stock Ownership Issue in Corporate Dissolution Case

Delaware decisional law holds that members of a Delaware LLC may eliminate the LLC manager’s default fiduciary duties by explicit disclaimer in the LLC agreement. In its decision last month in Kagan v. HMC-New York, Inc., a divided panel of the Appellate Division, First Department, disagreed whether the wording of a fiduciary disclaimer in an LLC agreement was sufficiently precise to warrant summary dismissal of fiduciary breach claims. Learn more about this important topic in this week’s New York Business Divorce.
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Continue Reading Elimination of LLC Manager’s Fiduciary Duties Divides Appellate Panel

This week’s New York Business Divorce presents an informative interview on the topic of business divorce litigation with the Honorable Justice Ira B. Warshawsky, who recently retired after 25 years on the bench. You won’t want to miss it.
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Continue Reading The Judicial Perspective on Business Divorce Litigation: Interview with Hon. Ira B. Warshawsky

Litigation over capital contributions by LLC members once again takes center stage in this week’s New York Business Divorce. The featured decision by Justice Emily Pines in Duff v. Curto highlights the risks taken when business partners fail to define capital obligations in the operating agreement.
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Continue Reading The Importance of Defining Capital Contributions in the LLC Agreement