2014

A Manhattan appellate panel recently ordered a trial in a suit between the estate of a deceased law firm partner and the surviving partner over whether the latter’s post-death admission of a new partner was part of an alleged “sham” transaction designed to defeat the estate’s entitlement to receive half the firm’s assets upon dissolution and liquidation. You won’t want to miss it in this week’s New York Business Divorce.
Continue Reading Court in Law Firm Dissolution Suit Must Decide, Was Partnership a “Sham”?

This week’s New York Business Divorce highlights a fascinating case involving a chain of walk-in airport spas known as XpresSpa, in which Justice Melvin Schweitzer recently ruled that the structuring of a capital investment by a private equity firm triggered a dissolution of XpresSpa’s parent company under the terms of its operating agreement. …
Continue Reading Transfer of LLC’s Assets to Subsidiary Triggers Unintended Dissolution

Justice Emily Pines’ decision last month in Matter of Bianchi, dismissing for lack of subject matter jurisdiction a petition to dissolve a New York-based Delaware corporation, raises anew the conflicting decisions on the issue among New York’s several Appellate Divisions. This week’s New York Business Divorce has the story.
Continue Reading The Conflict Continues Over Judicial Dissolution of Foreign Corporations

Insurance-funded buy-sell agreements among owners of closely held companies, when done right, provide financial security for the family of a deceased owner and continuity for the surviving owners. When done wrong, well, that’s another story, as illustrated in a case recently decided by Justice Timothy Driscoll highlighted in this week’s New York Business Divorce. …
Continue Reading How Not to Create an Insurance-Funded Buy-Sell Agreement

In a two-member, 50/50 LLC, can Member #1 as sole managing member assert a fiduciary breach claim against non-managing Member #2? Justice Vito DeStefano recently tackled the question in Kalikow v. Shalik, highlighted in this week’s New York Business Divorce. …
Continue Reading Court Dismisses Fiduciary Breach, Contribution Claims Against Non-Managing LLC Member

You won’t want to miss the discussion of Justice Charles Ramos’ recent decision in Serota v. Scimone in this week’s New York Business Divorce involving a family feud triggered by a management agreement given by the late founder of a real estate empire organized as a series of LLCs, that left his two sons with ownership and the title of managing member but with no authority to control or sell the business. …
Continue Reading Father’s Dead-Hand Control of LLCs Frustrates Sons’ Takeover of Realty Empire

Tenant-shareholders in co-op apartments occasionally fall into the same kinds of internal disputes over corporate governance experienced by shareholders in any other kind of closely held corporation. This week’s New York Business Divorce highlights a recently decided battle for board seats among co-owners of a small Manhattan co-op, in which the outcome turned on the court’s construction of arguably out-of-sync provisions in the by-laws and shareholders’ agreement.
Continue Reading Legal Battle Over Board Seats Splits Neighbors in Manhattan Co-op

Justice Stephen Bucaria’s recent decision in PFT Technology LLC v. Wieser is one of only a handful of rulings by New York courts addressing the right to advancement of legal fees in litigation among members of a limited liability company. Learn more in this week’s New York Business Divorce. …
Continue Reading Novel Ruling on Advancement in LLC Dissolution Case “Levels the Playing Field”

Buy-sell agreements are commonly used to break fundamental deadlock in companies owned by 50/50 shareholders. This week’s New York Business Divorce examines a recent decision by Justice David Schmidt in Mintz v. Pazer in which he enforced an unusual buy-sell agreement that prompted a lawsuit over which side had the right to buy out the other. …
Continue Reading Court Enforces “Quick Draw” Buy-Sell Agreement in Suit Between 50/50 Shareholders