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.
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Betting the Farm On An Oral Partnership Agreement
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.
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Managing Members of Realty Holding LLCs Vanquish Self-Dealing Claims
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.
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Judicial Dissolution of LLCs Under RULLCA: Iowa Supreme Court Takes the Stage
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.
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Appellate Ruling Puts Pappas v. Tzolis to the Test
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.
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Common-Law Dissolution Hits Speed Bumps in Recent Decisions
This week’s New York Business Divorce discusses a pair of recent decisions — one involving a close corporation, the other an LLC — in which the courts grappled with procedural and substantive issues involving claims for common-law dissolution.
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It Was Only a Matter of Time: SPAC Meets Business Divorce
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.
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Be Careful What You Say. It May Get You Expelled From Your LLC.
There are few issues involving LLCs more likely to generate litigation than the expulsion of a member, especially when the expelled member is denied any payout for its interest, as occurred in the case highlighted in this week’s New York Business Divorce.
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The Money’s There But Out of Reach for the Minority LLC Member
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.
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On the Menu: Steak and Equitable Dissolution
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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