Are you in business with, or advising a business with, a disruptive minority partner, shareholder, or member? What can you do about it? In this week’s New York Business Divorce we consider one option – the “cash-out” or “freeze-out” merger.
Continue Reading The Cash-Out Merger Solution to the Problem Minority Owner
The LLC Equitable Buyout: Past, Present, Future
In less than a decade the LLC “equitable buyout” doctrine went from non-existent to settled law in New York. How did it happen? What happens next? Read on in this week’s New York Business Divorce.
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Rare Partnership Dissolution Decision Applies Deadlock Standard to Dissolution Under Partnership Law
Is there a meaningful difference between the deadlock standard for judicial dissolution under the Partnership Law and the Business Corporation Law? Perhaps. Read on in this week’s New York Business Divorce.
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Delaware Contractarian Principles Prevail in Appeal Over Deceased Ace Hotel Founder’s LLC Interest
It’s better to burn out than to fade away. But what happens when death converts an LLC interest from full membership rights to mere assignee status? Read on in this week’s New York Business Divorce.
Continue Reading Delaware Contractarian Principles Prevail in Appeal Over Deceased Ace Hotel Founder’s LLC Interest
Surrogate’s Court Declines to Order Demise of Fashion Business
In a rare dissolution decision from the New York Surrogate’s Court – a court for the affairs of the deceased – the court declines to kill off a clothing business based upon a claim of oppression brought by the estate of the former minority shareholder. Read about it in this week’s New York Business Divorce.
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“Where’s the Beef?” Says Appeals Court, Reversing LLC Dissolution
After more than two years in receivership, an appeals court gives a dissolved LLC a new lease on life because the petitioners “offered no competent evidentiary proof” why the entity should have been dissolved. We take a closer look in this week’s New York Business Divorce.
Continue Reading “Where’s the Beef?” Says Appeals Court, Reversing LLC Dissolution
LLC’s Purpose Being Achieved? Business Doing Fine? Good Luck Getting Judicial Dissolution
A minority member of an LLC that operates a Manhattan restaurant learned how tough it can be to get judicial dissolution of a financially sound LLC that’s achieving its intended purpose, notwithstanding allegations of majority oppression. It’s in this week’s New York Business Divorce.
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Superstorm Sandy Unable to Wash Away Sin of Contempt
Corporation dissolved. Receiver appointed. Missing inventory. Contempt application. Blame it on Superstorm Sandy? Frank McRoberts explains in this week’s New York Business Divorce.
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Navigating Rocky Shoals and Safe Harbors When Board Members Fix Their Own Compensation
This week’s New York Business Divorce features a recent decision in which the court addressed novel issues — and found guidance in Delaware case law — in a shareholder derivative action challenging compensation packages given to officer/directors.
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Minority Shareholders’ Derivative Suit Foiled by Voiding of Corporation’s Charter for Nonpayment of Taxes
Sometimes the tax collector can prove the bigger impediment to minority shareholder claims than the majority shareholders, as explained in this week’s New York Business Divorce featuring a recent case involving a Delaware corporation whose charter was voided for nonpayment of taxes.
Continue Reading Minority Shareholders’ Derivative Suit Foiled by Voiding of Corporation’s Charter for Nonpayment of Taxes