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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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.
Continue Reading Re-Revisiting The Duty to Disclose Third-Party Offers Amidst Buy-Out Negotiations