September 2013

It’s a familiar story: Business partners have a falling out, and without the assistance of counsel prepare and sign on their own a written agreement that almost inevitably creates more problems than it solves. This week’s New York Business Divorce highlights a recent decision by Manhattan Justice Carol Edmead in which she …
Continue Reading Breaking Up Badly

A shareholder’s derivative action alleging misappropriation and waste by the controlling shareholders, filed in 2009, was scheduled for trial earlier this month. About three weeks before trial, the controlling shareholders initiated a freeze-out merger for the specific purpose of defeating the suing shareholder’s standing to maintain the action. Did it work? Find out in this week’s New York Business Divorce.
Continue Reading Court Permits Freeze-Out Merger on Eve of Trial of Shareholder Derivative Action

Does the petitioner’s bad faith matter in a deadlock dissolution case when the relationship between the 50/50 owners has broken down irreconcilably? Justice Vito DeStefano recently tackled the question in Feinberg v. Silverberg in an important ruling that is likely to be cited in other cases. Read more in this week’s New York Business Divorce.
Continue Reading Is Bad Faith a Defense in Deadlock Dissolution Proceedings?

A realty corporation seeks to sell its sole asset and buy a replacement property as part of a tax-deferred 1031 exchange. Is the sale in furtherance of the corporation’s business purpose, or is it a liquidation requiring shareholder approval and potentially triggering appraisal rights? That was the issue posed in a recent ruling by Justice Melvin Schweitzer in Theatre District Realty Corp. v. Appleby, feaured in this week’s New York Business Divorce.
Continue Reading With Sir Blackstone’s Help, Court Thwarts Minority Shareholder’s Effort to Block 1031 Exchange