This week’s New York Business Divorce involves an unusual procedural motion by a plaintiff to convert its lawsuit from a plenary action to a special proceeding under Section 1008 of the Business Corporation Law to adjudicate an individual’s shareholder’s liability for the corporation’s alleged breaches of contract and torts. May plaintiffs use BCL 1008 as an alternative to a veil piercing claim? Can corporate creditors use BCL 1008 to intervene in a judicial dissolution proceeding? Learn the answers in this week’s New York Business Divorce.
Continue Reading Defendant Dissolves Mid-Lawsuit: What’s the Creditor’s Remedy?
January 2022
A Two-Act Play of LLC Default Rules and Manager Removal
By Peter J. Sluka on
The interplay between the default rules of the LLC law and the members’ agreement sometimes gets complicated. In a duo of recent decisions from Justice Cohen, that interplay took center-stage when a majority of members invoked the default rules in an attempt to oust the managing member from authority. …
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The Skinny on Arbitrability of Judicial Dissolution Claims
By Peter A. Mahler on
Posted in Arbitration and Mediation
Shareholder, partnership, and LLC agreements often include mandatory arbitration clauses. Do those clauses require arbitration of judicial dissolution claims? Find out in this week’s New York Business Divorce. …
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Justice Platkin’s Primer on Shareholders’ Inspection Rights
By Peter J. Sluka on
Posted in Access to Books and Records
Shareholders considering exercising their right to inspect the corporation’s books and records–particularly in the context of a valuation proceeding under BCL 1118 or 623–would be wise to consider Justice Platkin’s recent primer on different inspection rights and their correspondingly different scopes, conditions precedent, and required justifications. …
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Singin’ the Derivative Plaintiff Blues
By Peter A. Mahler on
Posted in Derivative Actions
Pleading a derivative claim as direct, a direct claim as derivative, or intermingling direct and derivative claims, will likely invite time consuming and potentially expensive motion practice at the outset of a business divorce case. This week’s New York Business Divorce highlights the pitfalls.
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