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In this week’s New York Business Divorce, read about a rare punitive damages award in a business divorce case after a majority owner misappropriated a 25% interest in a sushi restaurant, secretly transferred the entity’s assets to another he owned, then dissolved the original, all unbeknownst to the minority owner.
Continue Reading Bad Things Can Happen When You Steal a Business from a Minority Co-Owner

In this week’s New York Business Divorce, read about the principle of election of remedies for claims of fraud and the painful lesson a defrauded LLC investor learned when she elected to proceed to trial on the remedy of equitable rescission, only to learn that money damages might have available against the defendant she sued, but rescission was not.
Continue Reading Damages or Rescission? When Electing Fraud Remedies Choose Wisely

These days general partnership decisions are rare. This general partnership rule is unprecedented: continuing to run an at-will partnership post-dissolution results in the partnership’s reconstitution even if the majority is actively suing for judicially supervised wind up. Does that sound right? Get our take in this week’s New York Business Divorce.
Continue Reading A General Partnership in Perpetual Enmity

New York law regards a shareholder derivative plaintiff’s standing as fundamentally distinct from the plaintiff’s individual capacity. That leads to problems where a shareholder derivative defendant hopes to counterclaim against the plaintiff for personal liabilities. Read about this problem, and whether it forecloses direct counterclaims against shareholder derivative plaintiffs, in this week’s New York Business Divorce.
Continue Reading Can a Shareholder Suing Derivatively Face Countersuit Individually?

In this week’s New York Business Divorce we take a deep dive into the law of res judicata and collateral estoppel, tackling a recurring issue in business divorce litigation: re-litigation following standing-based dismissals.
Continue Reading Legal Déjà Vu: The Law of Preclusion and Re-Litigation of Standing-Based Dismissals

In this week’s New York Business Divorce, we take a foray into the law of employment and restrictive covenants inspired by a recent decision from New York County Commercial Division Justice Robert R. Reed rejecting a challenge to the enforceability of non-solicitation covenants in the limited partnership agreements of investment banking powerhouse Parella Weinberg Partners.
Continue Reading Business Divorce and Restrictive Covenants

In this week’s New York Business Divorce, read about the Appellate Division – First Department’s important decision last Friday clarifying how courts must apply the internal affairs doctrine to the question of standing to sue in derivative cases involving non-New York incorporated entities.
Continue Reading Derivative Standing and the Internal Affairs Doctrine

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.
Continue Reading Pitfalls for Corporate Counsel in Business Divorce Disputes