In this week’s New York Business Divorce, read about the potent convergence in a recent decision of two common-law fiduciary duty principles: the corporate opportunity and faithless servant doctrines.
Continue Reading A Potent Combo: Misappropriation of Corporate Opportunity Meets Faithless Servant
Bad Things Can Happen When You Steal a Business from a Minority Co-Owner
In this week’s New York Business Divorce, read about a rare punitive damages award in a business divorce case after a majority owner misappropriated a 25% interest in a sushi restaurant, secretly transferred the entity’s assets to another he owned, then dissolved the original, all unbeknownst to the minority owner.
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Damages or Rescission? When Electing Fraud Remedies Choose Wisely
In this week’s New York Business Divorce, read about the principle of election of remedies for claims of fraud and the painful lesson a defrauded LLC investor learned when she elected to proceed to trial on the remedy of equitable rescission, only to learn that money damages might have available against the defendant she sued, but rescission was not.
Continue Reading Damages or Rescission? When Electing Fraud Remedies Choose Wisely
A General Partnership in Perpetual Enmity
These days general partnership decisions are rare. This general partnership rule is unprecedented: continuing to run an at-will partnership post-dissolution results in the partnership’s reconstitution even if the majority is actively suing for judicially supervised wind up. Does that sound right? Get our take in this week’s New York Business Divorce.
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Surrogate’s Court Jurisdiction to Resolve Close Business Owner Disputes
In this week’s New York Business Divorce learn whether, and if so, under what circumstances, the New York Surrogate’s Court can compel an accounting of a non-party business entity in which a decedent’s estate holds a minority stake.
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Can a Shareholder Suing Derivatively Face Countersuit Individually?
New York law regards a shareholder derivative plaintiff’s standing as fundamentally distinct from the plaintiff’s individual capacity. That leads to problems where a shareholder derivative defendant hopes to counterclaim against the plaintiff for personal liabilities. Read about this problem, and whether it forecloses direct counterclaims against shareholder derivative plaintiffs, in this week’s New York Business Divorce.
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Legal Déjà Vu: The Law of Preclusion and Re-Litigation of Standing-Based Dismissals
In this week’s New York Business Divorce we take a deep dive into the law of res judicata and collateral estoppel, tackling a recurring issue in business divorce litigation: re-litigation following standing-based dismissals.
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Business Divorce and Restrictive Covenants
In this week’s New York Business Divorce, we take a foray into the law of employment and restrictive covenants inspired by a recent decision from New York County Commercial Division Justice Robert R. Reed rejecting a challenge to the enforceability of non-solicitation covenants in the limited partnership agreements of investment banking powerhouse Parella Weinberg Partners.
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Derivative Standing and the Internal Affairs Doctrine
In this week’s New York Business Divorce, read about the Appellate Division – First Department’s important decision last Friday clarifying how courts must apply the internal affairs doctrine to the question of standing to sue in derivative cases involving non-New York incorporated entities.
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Misappropriated Watering Hole Becomes Money Judgment Sinkhole
In this week’s New York Business Divorce, read about an unusually brazen case of misappropriation of corporate opportunity culminating in a hefty judgment against the perpetrators, including punitive damages and an accounting surcharge.
Continue Reading Misappropriated Watering Hole Becomes Money Judgment Sinkhole