In Goldstein v Pikus, decided last month by Justice Charles Ramos, the court dismissed a dissolution petition alleging deadlock, brought by one of two co-managing members of an LLC that owns a residential apartment building. Find out why in this week’s New York Business Divorce.
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2015
No Slam Dunk for This Oppressed Minority Shareholder Petition
By Peter A. Mahler on
Posted in Foreign Business Entities, LLCs
The basketball court meets the law court in this week’s New York Business Divorce, featuring an unusual lawsuit brought by a minority member of the LLC that owns the WNBA’s Tulsa Shock, seeking to stop its recently announced move to Dallas.
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Fifty Years a Stockholder, Six Years to Prove it in Court
By Peter A. Mahler on
An appellate ruling last week in Zwarycz v, Marnia Construction, Inc. illustrates the heavy price of neglect to issue stock certificates or follow other formalities in closely held corporations — a price paid in years of litigation over stock ownership. Learn more in this week’s New York Business Divorce. …
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The Hidden Cost of a Devalued Buyback Upon Termination for Cause
By Peter A. Mahler on
Agreements providing for compulsory buyouts upon termination of a minority shareholder’s employment can be a good thing. Complications or sometimes litigation sets in, however, when termination for cause is linked to a devalued buyout formula, as illustrated in the case highlighted in this week’s New York Business Divorce.
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Business Partners Fighting Over the Company’s Corpse
By Peter A. Mahler on
Once in a while, a case comes along to remind us to think twice before getting involved in expensive litigation between business partners over a defunct, insolvent company. Mazel Capital v. Laifer, recently decided by Justice Shirley Werner Kornreich is such a case. It’s in this week’s New York Business Divorce. …
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Wash Hands Before Suing
By Peter A. Mahler on
A recent First Department ruling in Sansum v. Fioratti is one of the few reported instances in which the defense of unclean hands was successfully asserted to defeat on the merits a minority shareholder’s claim for corporate dissolution. Read this week’s New York Business Divorce to find out more. …
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Decision Yields Hits and Misses for Plaintiff in Partnership Dissolution Case
By Peter A. Mahler on
A recent decision by Justice Vito DeStefano in Breidbart v Olshan offers valuable pleading tips and identifies pleading pitfalls for practitioners in crafting complaints in partnership disputes. Learn more in this week’s New York Business Divorce.
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Court-Ordered LLC Buy-Outs: What’s the Valuation Date?
By Peter A. Mahler on
In the absence of statutory authorization, a few courts have ordered equitable buy-outs in LLC dissolution cases. This week’s New York Business Divorce examines an important question in such cases: What valuation date should be used? …
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LegalZoom LLC Agreement: Bargain or Blunder?
By Peter A. Mahler on
Posted in LLCs, Operating Agreement
Online legal forms purveyor LegalZoom offers LLC formation packages for as little as $149 including an operating agreement. Are the savings worth it? Read one skeptic’s opinion in this week’s New York Business Divorce. …
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Finding Purpose Outside the LLC Agreement
By Peter A. Mahler on
The test for dissolution of an LLC includes whether its purpose as defined in the LLC agreement is no longer achievable. This week’s New York Business Divorce looks at cases, including a Delaware Chancery Court decision released days ago, in which courts have looked outside the agreement to determine the LLC’s purpose. …
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