None too surprisingly, last week the Delaware Supreme Court in Blaustein v. Lord Baltimore Capital Corp. affirmed a Court of Chancery decision dismissing the contention that directors of closely held Delaware corporations have a common-law fiduciary duty to redeem the stock of a minority shareholder. Read more in this week’s New York Business Divorce.
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January 2014
Voting Agreement Triggers Fight for Control of Family-Owned Publishing House
By Peter A. Mahler on
Kensington Publishing Corp., known for its bodice-ripper romance novels, is the subject of a somewhat drier but — for business divorce practitioners — no less intriguing court decision earlier this month by Justice Eileen Bransten in a control dispute between family members over a voting agreement. Catch it in this week’s New York Business Divorce.
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10 Ways to Screw Up Your Business Divorce Case
By Peter A. Mahler on
Rules of procedure can be a minefield for any litigation, including judicial dissolution proceedings. This week’s New York Business Divorce features a compilation of 10 of the most common procedural mistakes in business divorce cases. …
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Contractarianism Gone Wild?
By Peter A. Mahler on
Delaware law’s contractarian approach is central to that state’s jurisprudence concerning limited liability companies. Last month, in Huatuco v. Satellite Healthcare, the Court of Chancery cited freedom-of-contract in dismissing an action for judicial dissolution based on its finding that the LLC agreement’s provision, limiting member rights to those expressly granted in the agreement, constituted a waiver of the right to seek judicial dissolution. This week’s New York Business Divorce asks the question, does Huatuco take contractarianism too far?
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