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.
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Questions Abound in Parallel Cash-Out Merger Rescission / Fair Value Appraisal Lawsuits
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.
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Three Strikes You’re Out: Sebrow Revisited
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.
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Gordon Ramsay’s The Fat Cow: Dishing Up Damages and Dissolution
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.”
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Principles of Fiduciary Deference: The Business Judgment Rule and Exculpatory Clauses
In this week’s New York Business Divorce, read about the latest chapter in a long-running litigation saga between the son and daughter of artist Peter Max fighting for control of their family-owned corporation.
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The Evidenceless Petition to Dissolve
In this week’s New York Business Divorce, learn the tough lesson for the dissolution petitioner who states sufficient grounds to dissolve but fails to prove it with evidence accompanying the petition.
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Binding Nonsignatories to Arbitration Agreements
In this week’s New York Business Divorce, read about a beleaguered plaintiff stuck between a rock and a hard place, with some claims arbitrable, but others not.
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Anti-Dissolution Provisions and Public Policy
In this week’s New York Business Divorce, read about the history and development of case law in New York over the past 25 years holding potentially void as against public policy provisions in partnership, shareholders, and operating agreements barring closely-held business owners from petitioning courts to dissolve the entity.
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Valuation Decision Finds LLC “Worthless, Worthless, Worthless”
In this week’s New York Business Divorce, read about an unusual business valuation decision in a breach of contract case rendered by a court solely on papers pitting an expert against layperson, with the layperson successfully persuading the Court the entity had no value.
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Defendant Dissolves Mid-Lawsuit: What’s the Creditor’s Remedy?
This week’s New York Business Divorce involves an unusual procedural motion by a plaintiff to convert its lawsuit from a plenary action to a special proceeding under Section 1008 of the Business Corporation Law to adjudicate an individual’s shareholder’s liability for the corporation’s alleged breaches of contract and torts. May plaintiffs use BCL 1008 as an alternative to a veil piercing claim? Can corporate creditors use BCL 1008 to intervene in a judicial dissolution proceeding? Learn the answers in this week’s New York Business Divorce.
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