In this week’s New York Business Divorce, read about an exceptionally rare find: a bifurcated jury trial in a business divorce dispute.
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Franklin C. McRoberts
The Flexible “For Cause” Standard for Director and Officer Removal
In this week’s New York Business Divorce, we consider a first-in-a-generation appeals court decision affirming a lower court’s removal of a corporate officer “for cause.”…
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Direct to Beneficial: Change of Corporate Ownership Structure Yields No Right to Dissent and Seek Appraisal
When a corporation disposes of “all or substantially all” assets, shareholders opposed to the transaction are entitled to dissent and demand fair value for their shares in an appraisal proceeding. Does a corporation’s transfer of its assets to another entity with retention of “beneficial” ownership trigger the statutory right to dissent and seek fair value? Learn the answer in this week’s New York Business Divorce.
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Parallel Business and Matrimonial Divorce Proceedings
In this week’s New York Business Divorce, we consider the problem of concurrent, overlapping business and marital dissolution proceedings, including a small but growing body of case law addressing how to prioritize one over the other. For judges and lawyers accustomed to commercial courts exercising their jurisdictional powers broadly, the result may be surprising.
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“Irreparable Harm” and Injunctions in Close Business Owner Disputes
In this week’s New York Business Divorce, read about some of the many ways courts find “irreparable harm” warranting injunctive relief in business divorce disputes. …
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A Potent Combo: Misappropriation of Corporate Opportunity Meets Faithless Servant
In this week’s New York Business Divorce, read about the potent convergence in a recent decision of two common-law fiduciary duty principles: the corporate opportunity and faithless servant doctrines.
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Bad Things Can Happen When You Steal a Business from a Minority Co-Owner
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. …
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Damages or Rescission? When Electing Fraud Remedies Choose Wisely
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.
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A General Partnership in Perpetual Enmity
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.
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Surrogate’s Court Jurisdiction to Resolve Close Business Owner Disputes
In this week’s New York Business Divorce learn whether, and if so, under what circumstances, the New York Surrogate’s Court can compel an accounting of a non-party business entity in which a decedent’s estate holds a minority stake.
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