Grandpa’s Brooklyn-based seltzer manufacturing business went flat, but his real estate investments went through the roof. This week’s New York Business Divorce features a case in which one of four third-generation owners unsuccessfully sued her brother and cousins for judicial dissolution in her quest to monetize her share of the realty’s value.
Continue Reading Minority Shareholder’s Petition to Dissolve Seltzer Business Loses Its Fizz
A Lesson In Drafting Capital Call Provisions
Two owner groups. Seven realty-holding joint ventures. Four different versions of disputed capital call provisions. Manhattan Commercial Division Justice Andrea Masley tackles that and much more in her 132-page opinion in Ashkenazy v. Gindi, featured in this week’s New York Business Divorce.
Continue Reading A Lesson In Drafting Capital Call Provisions
Business Divorce, Brooklyn Style
If you think Brooklyn is still a backwater to Manhattan when it comes to important business litigation, think again. This week’s New York Business Divorce looks at a handful of recent decisions in shareholder disputes by prolific Justice Leon Ruchelsman of the Brooklyn Supreme Court’s Commercial Division.
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LLCs, Direct vs. Derivative Claims, and Special Litigation Committees: A Lively Debate
This week’s New York Business Divorce offers readers a preview of two thought provoking articles by Professors Donald Weidner and Daniel Kleinberger published as point/counter-point in the current issue of The Business Lawyer on the subject of LLCs, the direct-derivative distinction, and Special Litigation Committees.
Continue Reading LLCs, Direct vs. Derivative Claims, and Special Litigation Committees: A Lively Debate
A Loan Is a Loan Is a Loan, Except When It’s Equity
Characterizing funds transfers to and from the company and its owners as either loan or capital transactions, and failing to adequately document such transactions, can have drastic financial, tax, and litigation consequences. Learn more in this week’s New York Business Divorce.
Continue Reading A Loan Is a Loan Is a Loan, Except When It’s Equity
Equitable Standing in Shareholder Derivative Suit Bows to the Contemporaneous Ownership Rule
A plaintiff’s “equitable standing” to bring a shareholder derivative action is hardly a common issue in litigation of the sort, which makes all the more interesting last week’s decision by the Delaware Court of Chancery rejecting a plaintiff’s attempt to bypass the contemporaneous ownership rule. Read more in this week’s New York Business Divorce.
Continue Reading Equitable Standing in Shareholder Derivative Suit Bows to the Contemporaneous Ownership Rule
Corporate Oppression Doctrine Meets Sex Discrimination: A Conversation with Professor Meredith Miller
This week’s post introduces the latest episode of the Business Divorce Roundtable podcast, featuring an interview with Professor Meredith Miller of Touro Law Center discussing her recent law review article entitled Challenging Gender Discrimination in Closely Held Firms: The Hope and Hazard of Corporate Oppression Doctrine. Please give it a listen!
Continue Reading Corporate Oppression Doctrine Meets Sex Discrimination: A Conversation with Professor Meredith Miller
It’s Time to Address Sex Discrimination Against Women Owners of Closely Held Companies, Say These Two Law Professors
This week’s New York Business Divorce highlights two thought-provoking law review articles by Professors Meredith Miller and Ann Lipton making the case for expanding common-law doctrine and legislature remedies for discrimination against women owners of closely held business entities.
Continue Reading It’s Time to Address Sex Discrimination Against Women Owners of Closely Held Companies, Say These Two Law Professors
Recent Stock Valuation Decisions Reign “Supreme”
This week’s New York Business Divorce treats valuation aficionados to summaries of four recent stock appraisal decisions that made it to the Supreme Court of four different states.
Continue Reading Recent Stock Valuation Decisions Reign “Supreme”
Appellate Rulings Endorse Courts’ Broad Remedial Powers Over Condo and Co-op Board Elections
A pair of significant appellate decisions last week address the courts’ remedial powers concerning co-op and condominium board elections and access to the shareholder list for purposes of campaigning for board seats. Learn more in this week’s New York Business Divorce.
Continue Reading Appellate Rulings Endorse Courts’ Broad Remedial Powers Over Condo and Co-op Board Elections