2017

This week’s New York Business Divorce features a recent decision in which the court addressed novel issues — and found guidance in Delaware case law — in a shareholder derivative action challenging compensation packages given to officer/directors.
Continue Reading Navigating Rocky Shoals and Safe Harbors When Board Members Fix Their Own Compensation

It’s common practice to convert old realty-holding general partnerships to LLCs for financing and liability purposes. Given that partnerships and LLCs are distinct entity forms governed by distinct statutes, can a pre-conversion partnership agreement nonetheless be enforced among the post-conversion LLC members? Find out in this week’s New York Business Divorce. …
Continue Reading It’s a Partnership! No, It’s an LLC! No, It’s Both!

This week’s New York Business Divorce previews and links to the latest podcast episode of the Business Divorce Roundtable featuring an interview with retired Commercial Division Justice Carolyn Demarest in which we discuss the litigation and mediation of business divorce cases.
Continue Reading Interview With Justice Carolyn Demarest (Ret.) on Litigating and Mediating Business Divorce Cases

Sometimes the tax collector can prove the bigger impediment to minority shareholder claims than the majority shareholders, as explained in this week’s New York Business Divorce featuring a recent case involving a Delaware corporation whose charter was voided for nonpayment of taxes.
Continue Reading Minority Shareholders’ Derivative Suit Foiled by Voiding of Corporation’s Charter for Nonpayment of Taxes

The Latin maxim, “equity aids the vigilant, not those who slumber on their rights,” steals the show in this week’s New York Business Divorce featuring a recent New Jersey appellate ruling affirming the dismissal of a challenge to the conversion of a limited partnership to an LLC.
Continue Reading In Dispute Over Partnership’s Conversion to LLC, Court Finds No Duty to “Spoon-Feed” Sophisticated Investor

This week’s New York Business Divorce travels to the Land of 10,000 Lakes a/k/a Minnesota where a recent court decision in a high-stakes stock valuation case generated some fairly sharp criticism of the expert appraisers whose values differed by almost 400%. …
Continue Reading Appraisers’ Valuations Are Light-Years Apart, But Does That Make Them Hired Guns?

The minority and majority owners of a Brooklyn-based vodka distillery duke it out in the case examined in this week’s New York Business Divorce centering on the proper construction of provisions in a Founders Agreement concerning the right to, and consequences of, terminating a founder.
Continue Reading Then There Were Two: Court Rejects Minority Shareholder’s Claim of Wrongful Termination Under Founders Agreement

Justice Elizabeth Emerson’s recent decision in Sardis v Sardis, denying a fee application under Section 626 (e) of the Business Corporation Law, is essential reading for counsel involved in shareholder derivative actions. Get the story in this week’s New York Business Divorce.
Continue Reading Finding No “Therapeutic” Benefit to Corporation, Court Denies Fee Award in Discontinued Shareholder Derivative Action