May 2012

Justice David Schmidt of the Kings County Commercial Division issued a decision last week holding that, absent stock transfer restrictions in the shareholders’ agreement, a close corporation shareholder has no fiduciary duty requiring that the shares of a departing shareholder be offered pari passu to the remaining shareholders. Get the details in this week’s New York Business Divorce.
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Continue Reading There’s No Fiduciary Duty to Share and Share Alike for Shares of Stock

Justice Kevin Dowd issued a significant decision last month, granting dissolution of an LLC operating a youth baseball camp near the Baseball Hall of Fame in upstate Cooperstown, based on the majority member’s diversion of hospitality business to offsite facilities. It’s in this week’s New York Business Divorce.
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Continue Reading Majority Member’s “Egregious Breach” of Operating Agreement Leads to LLC’s Judicial Dissolution

This week’s New York Business Divorce examines a fascinating post-trial decision last month by Justice Emily Pines in which the court resolved competing claims by a medical practice and one of its members who was expelled in the aftermath of a contentious acquisition of an ambulatory surgery center. You won’t want to miss it.
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Continue Reading Anesthesiology Practice Undergoes “Legal Equivalent of a Proctology Exam” in Shareholder Dispute

All other things being equal, the odds of an eventual business divorce go up when one of two business partners is also the business’s landlord. Case in point: Matter of Shure (S&S Eatery, LLC), decided last month by Justice Timothy Driscoll. Learn more in this week’s New York Business Divorce.
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Continue Reading LLC Dissolution Case Highlights Divergent Interests When One Member is Also the Landlord