We’re blurring the lines between the corporation and the LLC. But I’d still rather be a minority shareholder in a New York corporation than a minority owner of a New York LLC. Find out why in this week’s post.
Continue Reading The Corporation is Becoming More Contract Focused, But Don’t Call it an LLC Just Yet
There’s surprisingly little case law addressing disguised dividends as a basis for finding oppression of minority shareholders. This week’s New York Business Divorce looks at a recent Maryland court decision that does exactly that.
Continue Reading When Do Disguised Dividends Add Up to Minority Shareholder Oppression?
In an apparent first of its kind decision, the Second Department reinstated dissolution claim brought by the estate of a deceased LLC Member. This week’s post considers the decision and its potential impact.
Continue Reading Who Died and Made You a Member? Second Department Resurrects LLC Dissolution Petition Brought by Deceased Member’s Estate.
This week’s New York Business Divorce offers its annual Winter Case Notes with synopses of three recent, noteworthy decisions by New York courts.
Continue Reading Winter Case Notes: Punitive Damages Awarded for Breach of Fiduciary Duty and Other Recent Decisions of Interest
In this week’s New York Business Divorce, read about a rare decision considering whether to grant an untimely BCL 1118 buyout election and the unsavory consequence of the respondent’s delay: imposition of a million dollar bond.
Continue Reading The Worst of Both Worlds: Untimely Buyout Election Yields Full Merits Hearing and Huge Bond
Can two contested dissolution petitions—one by each 50% shareholder based on the other’s alleged misconduct—yield a shortcut to uncontested dissolution? See what the Second Department has to say in this week’s post.
Continue Reading Dueling Dissolution Petitions Beget Dissolution Without Consideration of Alternate Remedies
In this week’s New York Business Divorce, read about a new decision from New York County Commercial Division Justice Andrea J. Masley addressing an important, unresolved question of New York law: whether, and if so, to what extent, do minority LLC members owe fiduciary duties?
Continue Reading Do Non-Manager, Minority LLC Owners Owe Fiduciary Duties?
Two-member, 50/50 LLCs are natural fodder for deadlock. This week’s New York Business Divorce questions whether New York’s standard for LLC dissolution takes too narrow an approach to deadlock.
Continue Reading Has the Time Come for New York to Follow Delaware and Officially Pronounce Deadlock as Ground for LLC Dissolution?
Creditors take note: New York’s Business Corporation Law gives creditors a path to intervene in a contested dissolution proceeding.
See that path at work in this week’s post.
Continue Reading Potential Creditor Drags Corporation in Stalled Dissolution Proceeding into Receivership
In this week’s New York Business Divorce, read about a rare example of a judicial dissolution proceeding litigated in the Matrimonial Division of New York’s Supreme Court.
Continue Reading Business Divorce in the Divorce Courts