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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Business Divorce and Accountant Liability
In this week’s New York Business Divorce, learn how a son’s betrayal of his own mother while managing the famous Stardust Diner ensnared an accounting firm in claims of malpractice and aiding and abetting fraud for declining to inform the mother of the son’s financial misdeeds.
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Derivative into Direct and Waived into Preserved: The Transformative Power of the Implied Covenant of Good Faith and Fair Dealing
Can a shareholder use the implied covenant of good faith and fair dealing inherent in the corporation’s shareholders agreement to plead what otherwise would be derivative claims as direct ones? Find out in this week’s post.
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Recent Decisions Enforce LLC Member’s Right of First Refusal, Restrict Partnership Accounting, and Allow Damages Claim for Breach of Oral Shareholders Agreement
This week’s New York Business Divorce offers a trifecta of sorts, offering summaries of three recent decisions, one involving an LLC, another a partnership, and another a close corporation.
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Summer Shorts: LLC Dissolution and Other Recent Decisions of Interest
It’s that time of year again! This 12th annual edition of Summer Shorts presents brief commentary on five recent decisions of interest in business divorce cases in the New York courts.
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LLCs, Direct vs. Derivative Claims, and Special Litigation Committees: A Lively Debate
This week’s New York Business Divorce offers readers a preview of two thought provoking articles by Professors Donald Weidner and Daniel Kleinberger published as point/counter-point in the current issue of The Business Lawyer on the subject of LLCs, the direct-derivative distinction, and Special Litigation Committees.
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Winter Case Notes: Tax Estoppel (Not) to the Rescue and Other Decisions of Interest
This week’s New York Business Divorce offers its annual Winter Case Notes with synopses of four recent, noteworthy decisions by New York courts.
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Business Divorce Case Reaches End of Long and Winding Road
A shareholder dispute spanning seven years of litigation in New York and Delaware came to an end last week with the latter state’s highest court’s refusal to rehear the case. This week’s New York Business Divorce highlights two of the many issues raised along the way: whether Delaware law recognizes a common-law claim for minority shareholder oppression, and the validity of a reverse stock split and cash-out of the minority shareholder that deprived her of standing to pursue derivative claims.
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Delaware Supreme Court: No Duty to Buy Out Minority Stockholder
None too surprisingly, last week the Delaware Supreme Court in Blaustein v. Lord Baltimore Capital Corp. affirmed a Court of Chancery decision dismissing the contention that directors of closely held Delaware corporations have a common-law fiduciary duty to redeem the stock of a minority shareholder. Read more in this week’s New York Business Divorce.
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A Lesson in Arbitration Clause Drafting from Big Sky Country
This week’s New York Business Divorce travels to Montana to examine a recent decision by that state’s highest court denying arbitration of a petition for judicial dissolution of an LLC. Drafters of agreements among company co-owners should take note.
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