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
Pitfalls for Corporate Counsel in Business Divorce Disputes
In this week’s New York Business Divorce, we consider some recurring problems for corporate and general counsel in business divorce cases, including difficult issues of attorney-client privilege and the appreciable risk of disqualification when roles change from corporate to litigation counsel.
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Faithless Servant in Business Divorce Cases
In this week’s New York Business Divorce, read about the faithless servant doctrine as it expands from the law of agency and employment to business divorce.
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A Litigation Odyssey
In this week’s New York Business Divorce, read about a multi-year litigation odyssey culminating in the statute-of-limitations dismissal of a claim for misappropriation of an alleged corporate opportunity to own land based upon the date of execution of the contract of sale rather than the closing of the real estate purchase.
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The Worst of Both Worlds: Untimely Buyout Election Yields Full Merits Hearing and Huge Bond
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
Do Non-Manager, Minority LLC Owners Owe Fiduciary Duties?
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?
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Business Divorce in the Divorce Courts
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.
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Stock Transfer Restrictions and “Annihilation of Property”
In this week’s New York Business Divorce, read about several strands of case law employing different language to express the same concept: a closely-held business interest transfer restriction or buy-sell agreement that would impose a “forfeiture,” cause the interest to become “void,” result in “annihilation of property,” or “bestow a windfall” upon a co-owner, is unenforceable as against public policy.
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The “Illegality” Defense to Partnership Formation
In this week’s New York Business Divorce, read about a recent decision dismissing a partnership dissolution petition finding the alleged partnership unenforceable under the doctrine of illegality. Outcomes like this are rare. Learn why in this week’s article.
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The Contract is King: Advancement and Indemnification Under Delaware Law
In this week’s New York Business Divorce, we continue to explore the subject of advancement and indemnification of legal fees, this time under the laws of Delaware.
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