April 2012

By statute a member can seek judicial dissolution of an LLC, but can a member of a member seek dissolution by way of a derivative claim under Tzolis v. Wolff? Find out in this week’s New York Business Divorce featuring Justice Kornreich’s recent decision in JG Club Holdings, LLC v. Jacaranda Holdings, LLC.
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Continue Reading Can a Member of a Member of an LLC Sue to Dissolve the LLC?

Buy-sell agreements in shareholder agreements are supposed to avoid — not foment — litigation over the value of the interest being redeemed or sold. Matter of Grande’ Vie, LLC, decided last month by the Appellate Division, Fourth Department, tells a cautionary tale of a buy-sell provision gone wrong. Learn more about this important topic in this week’s New York Business Divorce.
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Continue Reading Clash of the Clauses: Divided Appellate Panel Rules that “Binding” Appraisal Per Buy-Sell Agreement Must be Arbitrated

Did you know that not-for-profit corporations can also be the subject of judicial dissolution proceedings stemming from disputes among the members? A rare example recently made the news in the aftermath of a bloody brawl at a non-profit religious center in Richmond Hill, Queens. Justice Agate’s decision in Matter of Singh is featured in this week’s New York Business Divorce.
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Continue Reading Judicial Dissolution of the Not-For-Profit Corporation

Last week the Appellate Division, Third Department, handed down its second ruling in four months in cases involving dueling dissolution petitions. Its latest decision, in Matter of Clever Innovations, Inc., affirms the denial of a deadlock petition and the grant of a compulsory buy-out based on an oppressed shareholder petition. It’s in this week’s New York Business Divorce.
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Continue Reading Dueling Dissolution Petitions Lead to Forced Buy-Out of 50% Shareholder

A recent appellate decision in Armentano v. Paraco Gas Corp. reinstated a minority shareholder’s complaint charging the controlling shareholders with diluting his stake by issuing treasury shares to themselves. It’s in this week’s New York Business Divorce.
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Continue Reading Minority Shareholder Wins Appeal Challenging Grant of “Bonus” Treasury Shares to Controlling Shareholders