In this week’s New York Business Divorce, we consider a remarkably thoughtful opinion by Commercial Division Justice Jennifer G. Schecter containing some noteworthy hints about the future of LLC dissolution claims in light of the coronavirus pandemic and its catastrophic economic impact on New York closely-held businesses.
Continue Reading Will the Pandemic Be a Boon for Future LLC Dissolution Claimants?
The Pre-Suit Demand Requirement for a Corporation in Liquidation or Receivership
In this week’s New York Business Divorce, we consider a thoughtful decision from Manhattan Commercial Division Justice Andrea J. Masley about the rules for pleading pre-suit demand or demand futility upon a “liquidator” appointed to wind up the affairs of the corporation, including the rarely-litigated concept that allegations of pre-suit demand or demand futility can potentially “relate back” to a prior pleading that is “validly in litigation.”
Continue Reading The Pre-Suit Demand Requirement for a Corporation in Liquidation or Receivership
Who Is a “Control” Person for Purposes of the Dissolution Statute’s Surcharge Provision?
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.
Continue Reading Who Is a “Control” Person for Purposes of the Dissolution Statute’s Surcharge Provision?
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.
Continue Reading Bending the Rules of Standing: The De Facto Merger Doctrine
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.
Continue Reading Resignation: Antidote for Internal Dissention and Deadlock?
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.
Continue Reading Gull Wing Takes Flight, Pleading Gets Stricken
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.
Continue Reading Can the Company Pay My Legal Fees? – Part Two
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.
Continue Reading Can the Company Pay My Legal Fees?
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.
Continue Reading Lawyer Says, “I’m Not a Partner, No Wait, I am a Partner!” Which is It?
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.
Continue Reading Business Divorce in the Surrogate’s Court