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Serving as the tiebreaker on a equally divided board of directors can be a thankless task, which puts it mildly when one faction sues to remove the tiebreaker. This week’s New York Business Divorce highlights a noteworthy case in which a 50% member of a Delaware LLC claimed the right to unilaterally remove the designated tiebreaker.
Continue Reading It Takes Two to Remove a Tiebreaker

Former timeshare owners of the iconic Gurney’s Inn in Montauk, New York, who dissented from a cash-out merger suffered a reversal of fortune when, earlier this month, the Appellate Division, First Department, reversed the trial court’s determination of the fair value of their shares, finding that their appraiser’s evaluation of the resort property was “highly inflated.” Get the full story in this week’s New York Business Divorce.
Continue Reading Dissenting Shareholders’ Challenge to Appraisal of Famed East End Resort Hits Dead End

Can a shotgun turn into a minefield? The answer is “yes” judging from a recent decision by Manhattan Commercial Division Justice Andrew Borrok finding a defective exercise of provisions in an LLC agreement for a deadlock-triggered shotgun buy-out. Read about it in this week’s New York Business Divorce.
Continue Reading LLC Member Pays the Price For Not Sticking to Deadlock-Breaking Script

The phrase “naked expulsion clause” is not a biblical reference to Adam and Eve’s eviction from the Garden of Eden. It’s about a provision in an LLC agreement at the center of a recent ruling by the Appellate Division, Second Department, in a 10-year litigation saga involving a fractured family-owned business. This week’s New York Business Divorce has the story.
Continue Reading Court Enforces LLC Agreement’s “Naked” Expulsion Clause

A bidding war 20 years ago over the purchase of maid’s quarters in a ritzy Park Avenue co-op. A series of co-op board rejections of a shareholder’s proposed sale of his apartment. A recent court decision denying a books-and-records petition. What’s the connection? Find out in this week’s New York Business Divorce.
Continue Reading Court Bounces Books-and-Records Petition in Feud Over Park Avenue Co-op Board’s Rejection of Prospective Purchasers

It’s time for another cross-country trip in this week’s New York Business Divorce which summarizes a quintet of recent appellate decisions in business divorce cases by courts outside New York.
Continue Reading Business Divorce Nation: A Cross-Country Tour of Recent Decisions of Interest

It’s no match for Jarndyce v. Jarndyce, but 15 years is some sort of record for litigating the breakup of a single-asset real estate partnership during which one of the partners died, triggering the other’s option to purchase under a fixed-price formula. Read about it in this week’s New York Business Divorce.
Continue Reading A Partnership Dissolution in Three Acts Over Fifteen Years and Counting