This week NYBD presents its annual Winter Case Notes summarizing several recent decisions of interest.
Winter Case Notes: A Partnership Masquerading as an LLC, and Other Recent Decisions of Interest
Corporate Afterlife: Deadlock and Accounting in the Winding-Up Phase
A recent Brooklyn Supreme Court case bring useful insight on three post-dissolution fundamentals: when (and how) a dissolution can be annulled, the court’s supervisory power under BCL 1008, and why, when shareholders are deadlocked as to dissolution procedure, a public sale—not a private deal—is the default endgame.
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The BCL § 1118 Buyout Election: A Powerful Defense. With Limits.
The BCL § 1118 buyout election is a mighty litigation tool, capable of thwarting judicial dissolution, capable even of thwarting an injunction. But it is not a panacea. Read about the powers and limitations of the statutory buyout election in this week’s New York Business Divorce.
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Ownership Without Partnership: A Lesson from the Second Department on the Plight of the Assignee
While the distinction between a partner and an economic interest holder is conceptually sound, a recent decision from the Second Department shows how an assignee of an economic interest can be left not only out of the boardroom, but also out in the cold financially.
In Delaware, You Live or Die Under Your LLC Operating Agreement
This week’s NYBD visits a recent Delaware Chancery Court decision involving, the Court wrote, a “poorly drafted” LLC agreement with “lamentable” consequences for one side that the parties “must live with.”
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For Close Business Owners, the Toothless Notice of Pendency Remedy Unexpectedly Gets Some Bite
New York appellate case law invariably holds that a closely-held business owner lacks a direct property interest or right in the entity’s underlying real estate asset to support a Notice of Pendency. But in this week’s New York Business Divorce, we feature an uncommon motion court decision declining to vacate a Notice of Pendency placed by an LLC member upon the entity’s real estate asset to thwart the property’s sale to a third-party buyer. Is this recent decision an outlier, or the birth of an exception to the rule?
Can an Equitable Accounting Find the Missing Cash?
When cash never hits the books, can an accounting still deliver meaningful relief? A recent decision offers answers—and warnings.
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The Pick-Your-Partner Principle
General partnerships are supposed to be the easiest of all business organizations for co-owners to separate. Not in the case featured on this week’s New York Business Divorce, where it took almost ten years for the majority partners of a New York general partnership to secure a court ruling that a formal written notice of withdrawal by one of the partners dissolved the business by operation of law.
One Very Messy LLC Freeze-Out Merger
Don’t expect anything neat and clean about the case featured in this week’s NYBD involving a contested LLC freeze-out merger.
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But, IS Loss Sharing an “Indispensable Element” of Partnership? Not If You Contract Around It.
Happy 2026 to all!
A new year offers a new opportunity to shed the old and embrace the new. So, it is fitting that we kick off another year on New York Business Divorce with a case that involves a little old and a little new.
First, the old: In the world of partnerships