In this week’s New York Business Divorce, read about a rare decision considering whether to grant an untimely BCL 1118 buyout election and the unsavory consequence of the respondent’s delay: imposition of a million dollar bond.
Continue Reading The Worst of Both Worlds: Untimely Buyout Election Yields Full Merits Hearing and Huge Bond
Do Non-Manager, Minority LLC Owners Owe Fiduciary Duties?
In this week’s New York Business Divorce, read about a new decision from New York County Commercial Division Justice Andrea J. Masley addressing an important, unresolved question of New York law: whether, and if so, to what extent, do minority LLC members owe fiduciary duties?
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Business Divorce in the Divorce Courts
In this week’s New York Business Divorce, read about a rare example of a judicial dissolution proceeding litigated in the Matrimonial Division of New York’s Supreme Court.
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Stock Transfer Restrictions and “Annihilation of Property”
In this week’s New York Business Divorce, read about several strands of case law employing different language to express the same concept: a closely-held business interest transfer restriction or buy-sell agreement that would impose a “forfeiture,” cause the interest to become “void,” result in “annihilation of property,” or “bestow a windfall” upon a co-owner, is unenforceable as against public policy.
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The “Illegality” Defense to Partnership Formation
In this week’s New York Business Divorce, read about a recent decision dismissing a partnership dissolution petition finding the alleged partnership unenforceable under the doctrine of illegality. Outcomes like this are rare. Learn why in this week’s article.
Continue Reading The “Illegality” Defense to Partnership Formation
The Contract is King: Advancement and Indemnification Under Delaware Law
In this week’s New York Business Divorce, we continue to explore the subject of advancement and indemnification of legal fees, this time under the laws of Delaware.
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Warning: If You Want Legal Fee Advancement or Indemnification, You May Need to Amend Your Partnership, Shareholder, or Operating Agreement
Last week, the Court of Appeals announced a major clarification of the law of advancement and indemnification of legal fees in disputes among closely-held business owners. Read about it in this week’s New York Business Divorce.
Continue Reading Warning: If You Want Legal Fee Advancement or Indemnification, You May Need to Amend Your Partnership, Shareholder, or Operating Agreement
Summary Judgment in Lieu of Complaint Meets Business Divorce
Most practitioners believe the summary judgment in lieu of complaint statute, CPLR 3213, applies just to contracts involving loans or other indebtedness. Not so. In a recent decision, a Manhattan Commercial Division Justice granted summary judgment in lieu of complaint, entering a money judgment for nearly $35 million, based upon a seldom litigated provision of the statute permitting accelerated treatment “upon any judgment” – in this case, a prior declaratory judgment. Read about the Court’s novel approach to summary judgment in lieu of complaint in this week New York Business Divorce.
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Conflicts of Laws and the Internal Affairs Doctrine
In this week’s New York Business Divorce, read about the matrimonial-turned-business-divorce litigation between Italian billionaire Silvio Scaglia and his estranged wife / business partner, Julia Haart, and the difficult conflicts-of-laws questions that can arise when litigating damages claims related to Delaware entities in New York courts.
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The “Conflict of Interest” Defense to Shareholder Derivative Standing
In this week’s New York Business Divorce, read about the opaque doctrine of disqualifying shareholder derivative plaintiff conflicts of interest, including a pair of decisions less than a month apart by New York and Delaware courts casting doubt upon the doctrine’s continued expanse and viability.
Continue Reading The “Conflict of Interest” Defense to Shareholder Derivative Standing