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Last week, the Court of Appeals announced a major clarification of the law of advancement and indemnification of legal fees in disputes among closely-held business owners. Read about it in this week’s New York Business Divorce.
Continue Reading Warning: If You Want Legal Fee Advancement or Indemnification, You May Need to Amend Your Partnership, Shareholder, or Operating Agreement

Most practitioners believe the summary judgment in lieu of complaint statute, CPLR 3213, applies just to contracts involving loans or other indebtedness. Not so. In a recent decision, a Manhattan Commercial Division Justice granted summary judgment in lieu of complaint, entering a money judgment for nearly $35 million, based upon a seldom litigated provision of the statute permitting accelerated treatment “upon any judgment” – in this case, a prior declaratory judgment. Read about the Court’s novel approach to summary judgment in lieu of complaint in this week New York Business Divorce.
Continue Reading Summary Judgment in Lieu of Complaint Meets Business Divorce

In this week’s New York Business Divorce, read about the matrimonial-turned-business-divorce litigation between Italian billionaire Silvio Scaglia and his estranged wife / business partner, Julia Haart, and the difficult conflicts-of-laws questions that can arise when litigating damages claims related to Delaware entities in New York courts.
Continue Reading Conflicts of Laws and the Internal Affairs Doctrine

In this week’s New York Business Divorce, read about the opaque doctrine of disqualifying shareholder derivative plaintiff conflicts of interest, including a pair of decisions less than a month apart by New York and Delaware courts casting doubt upon the doctrine’s continued expanse and viability.
Continue Reading The “Conflict of Interest” Defense to Shareholder Derivative Standing

In this week’s New York Business Divorce, read about a brand new decision considering the correct interpretation of a rarely-litigated statute: Section 1006 of the Limited Liability Company Law authorizing partnership to LLC conversions. The decision provides transactional lawyers useful guidance to structure such a reorganization to potentially avoid a limited partner’s right to dissent from the transaction and seek fair value in an appraisal proceeding.
Continue Reading A Fresh Take on Partnership to LLC Conversions

In this week’s New York Business Divorce, read about the outcomes of two pre-answer dismissal motions in parallel lawsuits commenced by the founding shareholder of a family-owned corporation challenging a cash-out merger initiated against him by the second-generation owners, including his cousins and nephew.
Continue Reading Questions Abound in Parallel Cash-Out Merger Rescission / Fair Value Appraisal Lawsuits

In this week’s New York Business Divorce, the sequel to an article about an earlier decision in the same case, read about a trio of decisions issued in rapid succession against a widow who claimed to have become shareholder of a corporation through a testamentary bequest that violated a shareholders’ agreement prohibiting stock transfers except to the shareholders’ “issue” or upon “unanimous consent” of all shareholders.
Continue Reading Three Strikes You’re Out: Sebrow Revisited

They say revenge is a dish best served cold. In this week’s New York Business Divorce, celebrity chef Gordon Ramsay serves his former business partner a cold dish in the form of a large post-trial judgment in a case seeking dissolution and derivative damages on behalf of two out-of-state entities formed to operate defunct Ramsay restaurant “The Fat Cow.”
Continue Reading Gordon Ramsay’s The Fat Cow: Dishing Up Damages and Dissolution