“Is she or isn’t she a shareholder? Only her tax preparer knows for sure.” It may not be quite as catchy as the famous Clairol commercial, but it’s a good entreaty to read this week’s New York Business Divorce highlighting a recent appellate ruling in a dissolution case in which the petitioner unsuccessfully relied on tax returns to prove his shareholder status.
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Whose Lawsuit Is It Anyway?
A recent decision by Westchester Commercial Division Justice Alan D. Scheinkman in Briarcliff Solutions Holdings, LLC v. Fifth Third Bank (Chicago) takes the spotlight in this week’s New York Business Divorce, featuring a battle for control of the company’s Board of Directors and, ultimately, control of a lawsuit asserting claims against one ownership faction. Don’t miss it.
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Who Wants to Be a Minority Shareholder of a Delaware Closely-Held Corporation?
For a variety of reasons, many closely-held corporations in New York and elsewhere choose to incorporate in Delaware. A Delaware Chancery Court decision last week, in Blaustein v. Lord Baltimore Capital Corp., serves as a good reminder of the perils of Delaware incorporation to minority shareholders. Learn more in this week’s New York Business Divorce.
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Death of a General Partner, or How Not to Plan for Succession in a Limited Partnership
Manhattan Supreme Court Justice Saliann Scarpulla’s recent ruling in Poole v. West 111th Street Rehab Associates illustrates some of the difficult interpretive and factual issues that often accompany internal partnership disputes governed by the “old” Limited Partnership Act adopted by New York in 1922. This week’s New York Business Divorce explains.
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The Accidental Pro Bono Business Divorce Lawyer
The lawyer who appeared for the corporation in Matter of Boucher, decided last week by a Brooklyn appellate panel, learned the hard way that courts will not allow one 50% shareholder to use corporate funds to resist dissolution sought by the other 50% shareholder. It’s in this week’s New York Business Divorce.
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For Sale: Undocumented LLC Membership Interest. Cheap.
This week’s New York Business Divorce, highlighting a recent appellate ruling in Born to Build, LLC v. 1141 Realty, LLC, tells an unusual tale about an ultimately unsuccessful effort to dissolve a limited liability company by someone who claimed to have acquired through judgment enforcement proceedings a debtor’s undocumented membership interest in the LLC.
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New York’s High Court Rules on Unilateral Dissolution of Partnerships
Section 62 of the New York Partnership Law recognizes a partner’s right unilaterally to dissolve a partnership unless the partnership agreement has a “definite term” or a “particular undertaking is specified.” Last month, in Gelman v. Buehler, the New York Court of Appeals construed these terms for the first time in the almost 100 years since they’ve been on the books. Read all about it in this week’s New York Business Divorce.
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Appellate Court Orders Equitable Buy-Out in LLC Dissolution Case
A decision last week by the Appellate Division, Second Department, in Mizrahi v. Cohen ordered a buy-out of a 50% LLC member by the other 50% member as an equitable remedy in lieu of a winding-up and liquidation of the LLC’s assets. Read about this important decision in this week’s New York Business Divorce.
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Can “Adverse” Shareholder/Director Access Privileged Communications With Corporate Counsel?
This week’s New York Business Divorce looks at two recent decisions by appellate courts in New York and Massachusetts in which dissident shareholder/directors sought access to the other directors’ communications with corporate counsel. Did they succeed? Read on to find out.
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Missing Certificate of Value Spawns Decade-Long Lawsuit Over Buy-Sell Agreement
Whatever doubts you may have had about the perils of using fixed-pricing in shareholder buy-sell agreements likely will be dispelled when you read this week’s New York Business Divorce highlighting a recent decision by the Appellate Division, Fourth Department, in Sullivan v. Troser Management, Inc.
Continue Reading Missing Certificate of Value Spawns Decade-Long Lawsuit Over Buy-Sell Agreement