If you’re looking for a good old-fashioned case of minority shareholder oppression, look no further than this week’s New York Business Divorce which examines Justice Richard Platkin’s recent decision in Matter of Digeser v Flach.
Continue Reading A Classic Case of Minority Shareholder Oppression
Court Rejects Majority’s Gambit to Compel Buyback of Shares in Family-Owned Business
A 2-against-1 battle between sibling co-owners of a third-generation family business leads to an interesting decision by Justice Duane Hart concerning a disputed stock buyback, highlighted in this week’s New York Business Divorce.
Continue Reading Court Rejects Majority’s Gambit to Compel Buyback of Shares in Family-Owned Business
Dissociated LLC Member Faces “Equitable” Forced Buy-Out
Equity jurisprudence cozies up to LLCs in the appellate ruling highlighted in this week’s New York Business Divorce involving the forced sale of a dissociated member’s interest.
Continue Reading Dissociated LLC Member Faces “Equitable” Forced Buy-Out
Recent Articles Highlight Dissolution of Foreign Entities and Delaware LLC Litigation
This week’s New York Business Divorce highlights two recently published articles on two topics of great interest to business divorce practitioners: (1) whether courts of one state have jurisdiction to dissolve business entities formed in another state, and (2) the role of equity in Delaware LLC litigation.
Continue Reading Recent Articles Highlight Dissolution of Foreign Entities and Delaware LLC Litigation
Pizza Chef with Bigger Piece of LLC Pie Allowed to Terminate Minority Member’s Employment
Pizza’s on the menu in this week’s New York Business Divorce, or at least a dispute between co-members of an LLC that owns a popular Manhattan pizzeria. Just don’t look for any extra cheese on Justice Sherwood’s recent decision in Manzella v. Caporuscio, authorizing the majority member to terminate the minority member’s employment.
Continue Reading Pizza Chef with Bigger Piece of LLC Pie Allowed to Terminate Minority Member’s Employment
Court Enforces Waiver of Limited Partner’s Right to Seek Judicial Dissolution — Or Did It?
A very interesting decision earlier this month by Justice Eileen Bransten in Doppelt v. Smith addressed whether a minority limited partner’s right to seek judicial dissolution was preempted by the partnership agreement’s provision authorizing dissolution upon the consent of a majority of the limited partnership interests. Read more in this week’s New York Business Divorce.
Continue Reading Court Enforces Waiver of Limited Partner’s Right to Seek Judicial Dissolution — Or Did It?
Don’t Miss These Upcoming Programs on LLCs and Business Valuation
The LLC Institute, the New York Law Journal, and the American Institute of CPAs are all sponsoring upcoming continuing education programs of great interest to business divorce professionals, at two of which I’ll be a panel member. Get the details in this week’s New York Business Divorce.
Continue Reading Don’t Miss These Upcoming Programs on LLCs and Business Valuation
Involuntary Member Dissociation Under RULLCA
In states that have enacted the Revised Uniform LLC Act, courts can expel or “dissociate” a member on specified grounds including the member’s conduct that makes it no longer reasonably practicable to carry on the LLC’s activities with that person as a member. In this week’s New York Business Divorce, read about a recent New Jersey appellate decision applying that state’s version of the dissociation statute.
Continue Reading Involuntary Member Dissociation Under RULLCA
Business Divorce Case Reaches End of Long and Winding Road
A shareholder dispute spanning seven years of litigation in New York and Delaware came to an end last week with the latter state’s highest court’s refusal to rehear the case. This week’s New York Business Divorce highlights two of the many issues raised along the way: whether Delaware law recognizes a common-law claim for minority shareholder oppression, and the validity of a reverse stock split and cash-out of the minority shareholder that deprived her of standing to pursue derivative claims.
Continue Reading Business Divorce Case Reaches End of Long and Winding Road
First a Judicial Nudge, Then a Push to the Buy-Out in Shareholder Dispute
A noteworthy decision by Justice Stephen A. Bucaria in Carrillos v Gomez, in which he ordered a shareholder buy-out at fair value in the absence of a dissolution petition, is featured in this week’s New York Business Divorce.
Continue Reading First a Judicial Nudge, Then a Push to the Buy-Out in Shareholder Dispute