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.
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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.
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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.
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New York Judge Spares NRA “Corporate Death Penalty”
In a 42-page decision handed down last week, a Manhattan judge threw out the New York Attorney General’s controversial effort to compel the involuntary dissolution of the National Rifle Association based largely on alleged financial abuses by its leadership. Get the full story in this week’s New York Business Divorce.
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General Partner’s Resignation Triggers Nonjudicial Dissolution of Limited Partnership
The North Carolina Court of Appeals last week handed down a significant opinion affirming the nonjudicial dissolution of a family-owned Delaware limited partnership based on the appointment of a new general partner in contravention of the terms of the limited partnership agreement. Learn more in this week’s New York Business Divorce.
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Winter Case Notes: Tax Estoppel (Not) to the Rescue and Other Decisions of Interest
This week’s New York Business Divorce offers its annual Winter Case Notes with synopses of four recent, noteworthy decisions by New York courts.
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The Skinny on Arbitrability of Judicial Dissolution Claims
Shareholder, partnership, and LLC agreements often include mandatory arbitration clauses. Do those clauses require arbitration of judicial dissolution claims? Find out in this week’s New York Business Divorce.
Continue Reading The Skinny on Arbitrability of Judicial Dissolution Claims