Do New York courts in fair value proceedings unfairly apply a marketability discount at the shareholder level? The author of a recently published article thinks so, as you’ll learn in this week’s New York Business Divorce.
Continue Reading The DLOM Debate Heats Up
A Doozy of a Discontinuance in Deadlock Dissolution Case
The death of a shareholder amidst a deadlock dissolution proceeding turns the case upside down, as explained in a decision last month by Justice Vito M. DeStefano granting the petitioner’s request to discontinue the proceeding. Check it out in this week’s New York Business Divorce.
Continue Reading A Doozy of a Discontinuance in Deadlock Dissolution Case
Court Dissolves LLC Due to Managing Member’s “Self-Dealing and Dishonest Conduct”
Another family-owned business on the rocks takes the spotlight in this week’s New York Business Divorce featuring a recent decision by Justice Christine Sproat granting an LLC dissolution petition.
Continue Reading Court Dissolves LLC Due to Managing Member’s “Self-Dealing and Dishonest Conduct”
Court Chides Parties in Family Partnership Dispute for “Needless” Litigation with “Obvious Outcome”
“Yet another unfortunate example of a family business dispute that has developed into needless litigation” is how Justice Shirley Kornreich describes a partnership dispute pitting daughter against father and sisters. Get the story in this week’s New York Business Divorce.
Continue Reading Court Chides Parties in Family Partnership Dispute for “Needless” Litigation with “Obvious Outcome”
LLC Agreement’s All-Purpose Purpose Clause Defeats Dissolution Petition
This week’s New York Business Divorce closes out the year with an interesting decision by Justice Timothy Driscoll dismissing a dissolution petition that followed the sale of an LLC’s sole real estate asset based on the broad purpose clause in the parties’ LLC agreement..
Continue Reading LLC Agreement’s All-Purpose Purpose Clause Defeats Dissolution Petition
Top 10 Business Divorce Cases of 2015
New York Business Divorce proudly presents its eighth annual list of the past year’s ten most noteworthy business divorce cases, along with short summaries and links to prior posts on the featured cases. Happy Holidays!
Continue Reading Top 10 Business Divorce Cases of 2015
Can LLC Members Walk Away From Fiduciary Duties?
A case decided last month by Justice Timothy Driscoll in Gilbert v Weintraub raises but doesn’t answer the tantalizing question whether a member of a multi-member, member-managed LLC with no operating agreement can shed fiduciary obligations and freely start a competing business by disavowing any management role in the prior business. This week’s New York Business Divorce has the story.
Continue Reading Can LLC Members Walk Away From Fiduciary Duties?
Less Drastic Measures: Maryland Case Highlights Non-Dissolution Remedies for Oppressed Minority Shareholders
A recent decision by Maryland’s highest court addresses the intersection of minority shareholder rights under the “oppression” statute and the at-will employment doctrine, including a thoughtful discussion of less drastic, alternative remedies to dissolution when oppression is established. Learn more in this week’s New York Business Divorce.
Continue Reading Less Drastic Measures: Maryland Case Highlights Non-Dissolution Remedies for Oppressed Minority Shareholders
Unraveling the Implied Covenant of Good Faith and Fair Dealing: Guest Post by Professor Daniel Kleinberger
This week’s New York Business Divorce features a guest post by Daniel S. Kleinberger, Emeritus Professor of Law at William Mitchell College of Law and renowned expert on business organizations. His topic: the implied covenant of good faith and fair dealing under Delaware law.
Continue Reading Unraveling the Implied Covenant of Good Faith and Fair Dealing: Guest Post by Professor Daniel Kleinberger
LLC “Squabble” Gets Back Its Day in Court
This week’s New York Business Divorce examines a recent Justice Bucaria decision that, upon reconsideration, allows an LLC member’s suit to recover withheld distributions to proceed without necessity of amending her complaint to seek judicial dissolution. The decision also prompts a look at the LLC Law’s statute of repose for “wrongful distributions.”
Continue Reading LLC “Squabble” Gets Back Its Day in Court