This week’s New York Business Divorce examines a recently decided case granting a petition for “equitable dissolution” by means of a forced buy-out of the respondent 50% shareholders of the close corporation that owns the famous Delmonico’s steak house in downtown Manhattan.
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U.S. Circuit Courts Split on Abstention Doctrine in Dissolution Cases
A recent decision by the Eleventh Circuit U.S. Court of Appeals has created a split among the Circuits on the question whether federal District Courts should decline to adjudicate corporate dissolution actions under the Burford abstention doctrine. Learn more in this week’s New York Business Divorce.
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Civil RICO: A Blunt But Elusive Tool in Business Divorce Cases
Can the federal statute that brought down John Gotti also play a role in business divorce litigation? This week’s New York Business Divorce looks at the sparse and largely if not entirely unsuccessful role the Racketeer Influenced and Corrupt Organization Act a/k/a RICO has played in litigation between co-owners of closely held firms.
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Winter Case Notes: Dissolution of Not-For-Profit Corporation and Other Decisions of Interest
This week’s New York Business Divorce offers its annual Winter Case Notes with synopses of four noteworthy decisions by courts in New York and Iowa.
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Who Decides Disputed Valuation Under LLC Agreement’s Buy-Out Provision: Arbitrator or Appraiser?
Buy-out litigations don’t get much more interesting than the ongoing battle in the Yakuel v Gluck case making its second appearance on this blog. In this phase, the court decides whether an arbitrator could recalculate an appraisal award as damages for breach of the appraisal process where the parties’ agreement called for a “final and binding” valuation by the appraiser.
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Re-Revisiting The Duty to Disclose Third-Party Offers Amidst Buy-Out Negotiations
Defying my recent lamentation on the dearth of cases involving buy-out disputes where the buyer doesn’t disclose to the seller an outside offer for the entity’s assets at a much higher value, this week’s New York Business Divorce examines yet another such case with some interesting twists on the usual fact pattern.
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Groundbreaking Appellate Ruling Boosts LLC Cash-Out Mergers
In a long-awaited decision handed down last week by the Appellate Division, Second Department, the court construed two sections of New York’s LLC Law in a significant boost to the ability of members with voting control to remove minority members by means of a cash-out merger. Learn more in this week’s New York Business Divorce.
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The Duty to Disclose Third-Party Offers Amidst Buy-Out Negotiations, Revisited
This week’s New York Business Divorce examines a recent decision in a lawsuit stemming from a buyout between the two members of a single-asset realty-holding LLC based on a $1.9 million valuation of the LLC’s realty followed one month later by a sale of the realty to a third-party buyer for $2.9 million.
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Top 10 Business Divorce Cases of 2020
New York Business Divorce proudly presents its 13th annual list of the past year’s ten most noteworthy business divorce cases, along with short summaries and links to prior posts on the featured cases.
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It Takes Two to Remove a Tiebreaker
Serving as the tiebreaker on a equally divided board of directors can be a thankless task, which puts it mildly when one faction sues to remove the tiebreaker. This week’s New York Business Divorce highlights a noteworthy case in which a 50% member of a Delaware LLC claimed the right to unilaterally remove the designated tiebreaker.
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