Can a shareholder petitioning for dissolution under Section 1104-a of the Business Corporation Law rely upon the “surcharge” provision of the statute to sue a non-shareholder, director, or officer for corporate misappropriation as an end-run around legal obstacles to an otherwise viable substative cause of action? We tackle that issue in this week’s New York Business Divorce.
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Bending the Rules of Standing: The De Facto Merger Doctrine
Typically used to seek a money judgment against a successor entity, in this week’s New York Business Divorce, read about a novel appellate decision relying upon the “de facto merger” doctrine to authorize a post-judgment equitable accounting against a successor entity in which the plaintiff admittedly lacked an ownership interest or fiduciary relationship.
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Resignation: Antidote for Internal Dissention and Deadlock?
Under what circumstances, if at all, does resignation of one member of a two-member board of directors eliminate “deadlock” and “internal dissention” as an available grounds for corporate judicial dissolution? In this week’s New York Business Divorce, we consider a recent ruling by Justice Andrea Masley on that important question.
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Gull Wing Takes Flight, Pleading Gets Stricken
Bad things happen when evidence gets spoliated, as an adversarial husband and wife learned the hard way in this week’s New York Business Divorce.
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Can the Company Pay My Legal Fees? – Part Two
New York law imposes some strict limits on the ability of closely-held business owners and fiduciaries to recover advancement and indemnification of their legal fees from the entity in defense of derivative actions and other business divorce disputes. When advancement rights are abused, there are ways for minority owners to fight back. Read on in this week’s New York Business Divorce.
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Can the Company Pay My Legal Fees?
Business divorce litigants ask all the time, “Can the company pay my legal fees?” In this week’s New York Business Divorce, the first in a two-part series, we take a look at ways in which closely-held business owners and managers may defend themselves with funds advanced or indemnified by the business.
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Lawyer Says, “I’m Not a Partner, No Wait, I am a Partner!” Which is It?
Law firms see more than their fair share of business divorce litigation. But what are the chances of lightning striking twice? In this week’s New York Business Divorce, read about a fascinating, post-trial decision in which an upstate law firm endured a bitter partnership breakup for the second time in a decade, with the same partner taking the opposite position in each lawsuit.
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Business Divorce in the Surrogate’s Court
In this week’s New York Business Divorce, we consider an interesting question raised by the occasional overlap of two niche areas of law practice: the jurisdictional power of New York’s probate courts to resolve business divorce disputes.
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How Not to Start a Corporate Dissolution Proceeding
In this week’s New York Business Divorce, a would-be dissolution petitioner just could not catch a break in a series of procedural losses emanating out of Bronx County Supreme Court.
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The Brothers Cortazar Wage War Once Again
In this week’s New York Business Divorce, read about two bitterly antagonistic brother/co-owners making their second appearance on this blog, this time in a juicy decision following a full-blown trial on the merits.
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