The Court of Appeals’ decision in Pappas v. Tzolis was one of three opinions by that court in 2011-12 that reset the bargaining table when controlling owners of closely held companies buy out minority equity holders. A ruling earlier this year by the Appellate Division, First Department, involved a shareholder dispute with an interesting twist on the fact pattern in Pappas. Find out more in this week’s New York Business Divorce.
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May 2021
Common-Law Dissolution Hits Speed Bumps in Recent Decisions
By Peter A. Mahler on
This week’s New York Business Divorce discusses a pair of recent decisions — one involving a close corporation, the other an LLC — in which the courts grappled with procedural and substantive issues involving claims for common-law dissolution.
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Battle of the Estoppels
By Franklin C. McRoberts on
Posted in Dissolution Basics, Limited Liability Partnerships
Business divorce lawsuits often come in pairs (or trios), making preclusionary principles like estoppel a recurring phenomenon. In this week’s New York Business Divorce, we consider an appeals court’s recent take on three competing estoppel doctrines arising from the same law firm limited liability partnership breakup.
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It Was Only a Matter of Time: SPAC Meets Business Divorce
By Peter A. Mahler on
Posted in LLCs, Operating Agreement
Special Purpose Acquisition Companies or “SPACs” have become all the rage over the last two years, so it was inevitable that we’d see litigation between members of the LLCs that serve as SPAC sponsors. This week’s New York Business Divorce looks at a case stemming from a dispute over whether the sponsor’s operating agreement gave members an ongoing right to participate in future SPACs.
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Holes in Shotgun Buy-Sell Agreement Keep Deadlock Dissolution Petition Alive
By Peter J. Sluka on
Does an LLC’s member’s pulling the trigger on a shotgun buy-sell agreement foreclose a petition for deadlock-based dissolution? Not if the members can’t agree on the terms of the sale, holds Vice Chancellor Slights. …
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