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New York appellate precedent uniformly holds that New York courts lack subject matter jurisdiction in dissolution cases involving foreign business entities. So what’s a business divorce lawyer to do when the client seeking dissolution of a foreign business entity presents an owners’ agreement containing a forum selection clause giving New York courts exclusive jurisdiction in any litigation between the parties? Find out in this week’s New York Business Divorce.
Continue Reading Business Divorce Alert: Forum Selection Clauses Do Not Confer Subject Matter Jurisdiction in Foreign Entity Dissolution Cases

In a decision handed down last week, an upstate appellate panel upheld a partnership dissolution complaint not only seeking to enforce an oral partnership agreement for a business that operates an apple tree farm, but also claiming as partnership property the 40-acre farm acquired by the defendant years earlier. Learn more in this week’s New York Business Divorce.
Continue Reading Betting the Farm On An Oral Partnership Agreement

This week’s New York Business Divorce features a pair of noteworthy appellate decisions by the Second Circuit U.S. Court of Appeals and the Appellate Division, First Department, involving unsuccessful suits by non-managing members against managing members of realty holding LLCs.
Continue Reading Managing Members of Realty Holding LLCs Vanquish Self-Dealing Claims

Iowa was one of the earliest of the 22 states that by now have adopted the Revised Uniform LLC Act (2006). Last month, Iowa’s Supreme Court handed down an important first-impression decision construing and applying RULLCA’s judicial dissolution provisions in a case involving a family-owned realty holding company. This week’s New York Business Divorce has the story.
Continue Reading Judicial Dissolution of LLCs Under RULLCA: Iowa Supreme Court Takes the Stage

The Court of Appeals’ decision in Pappas v. Tzolis was one of three opinions by that court in 2011-12 that reset the bargaining table when controlling owners of closely held companies buy out minority equity holders. A ruling earlier this year by the Appellate Division, First Department, involved a shareholder dispute with an interesting twist on the fact pattern in Pappas. Find out more in this week’s New York Business Divorce.
Continue Reading Appellate Ruling Puts Pappas v. Tzolis to the Test

Special Purpose Acquisition Companies or “SPACs” have become all the rage over the last two years, so it was inevitable that we’d see litigation between members of the LLCs that serve as SPAC sponsors. This week’s New York Business Divorce looks at a case stemming from a dispute over whether the sponsor’s operating agreement gave members an ongoing right to participate in future SPACs.
Continue Reading It Was Only a Matter of Time: SPAC Meets Business Divorce

A decision last week by the Appellate Division, First Department, highlights the relatively precarious position of LLC minority members versus minority shareholders of close corporations when it comes to seeking remedies for alleged abuse by the LLC’s controlling member. Learn more in this week’s New York Business Divorce.
Continue Reading The Money’s There But Out of Reach for the Minority LLC Member

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.
Continue Reading On the Menu: Steak and Equitable Dissolution