A decision earlier this month by Manhattan Commercial Division Justice Bernard Fried in Barasch v. Williams Real Estate Co. analyzes dissenting shareholder appraisal rights in a complex corporate reorganization that resulted in a new majority owner of a major real estate brokerage firm. This week’s New York Business Divorce has the story.
DON’T MISS TOMORROW MORNING’S CLE PROGRAM AT THE LONG ISLAND MARRIOTT ON DRAFTING ORGANIZATIONAL DOCUMENTS FOR LIMITED LIABILITY COMPANIES, AT WHICH I’LL BE PRESENTING ON “LESSONS FROM THE LITIGATION TRENCHES”. FOR MORE INFORMATION, SEE TODAY’S POSTING OR CALL 1-800-582-2452.
Continue Reading Corporate Reorganization to Bring in New Majority Owner Triggers Dissenting Shareholder Appraisal Rights
Judges Thinking Outside the LLC Dissolution Box
This week’s New York Business Divorce looks at two recent decisions by Justices Stephen Bucaria and Emily Pines granting “outside the box” remedies in LLC dissolution cases, one involving buyout and the other involving appointment of a temporary receiver to act as monitor of financial records.
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Statute of Limitations Issue Highlights Distinction Between Bases for Judicial Dissolution of LLCs Versus Other Business Forms
A recent decision by the Brooklyn Surrogate’s Court in a fight over LLC assets highlights the interplay between the statute of limitations and the grounds for LLC dissolution as defined in last year’s appellate ruling in the 1545 Ocean Avenue case. The Surrogate’s Court case, Sealy v. Alston, is featured in this week’s New York Business Divorce.
Continue Reading Statute of Limitations Issue Highlights Distinction Between Bases for Judicial Dissolution of LLCs Versus Other Business Forms
Venue, Menu and Hebrew: Short Takes on Three Dissolution Cases
This week’s New York Business Divorce offers short summaries of three recent cases involving shareholder disputes. Two of them address procedural issues concerning venue and the court’s post-settlement enforcement power, and the third, well, you’ll just have to read it for yourself.
Continue Reading Venue, Menu and Hebrew: Short Takes on Three Dissolution Cases
Father May Not Know Best: Appeals Court Grants Injunction in Son’s Bid to Establish Majority Ownership of LLC
Earlier this month, in a case called Reichman v. Reichman, the Brooklyn-based Appellate Division, Second Department, reversed a lower court’s decision and granted a preliminary injunction in a bitter feud between father and son over the ownership of a dot-com business organized as an LLC. Don’t miss it in this week’s New York Business Divorce.
Continue Reading Father May Not Know Best: Appeals Court Grants Injunction in Son’s Bid to Establish Majority Ownership of LLC
New York and Delaware Courts Decide Disputes Over Accounting Firm Buyouts
This week’s New York Business Divorce features a pair of recent decisions by New York and Delaware courts addressing disputes between accounting firms and departing partners over entitlement to buy-out payments. Both are highly interesting decisions, especially for anyone involved in drafting agreements for professional firms.
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New York and Delaware Courts Address LLC Member Access to Books and Records
Recent decisions by New York and Delaware courts address the rights of non-controlling members of LLCs to inspect company books and records. Learn more about this important topic in this week’s New York Business Divorce.
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Concurrent Arbitration and Court Proceedings in Shareholder Dispute? It Can Happen.
An unusual shareholders’ agreement leads to unusual, concurrent arbitration and judicial proceedings in a shareholders’ battle for control of a Brooklyn restaurant business. Read about Justice Carolyn Demarest’s recent decision in Boz Export & Import v. Karakus in this week’s New York Business Divorce.
Continue Reading Concurrent Arbitration and Court Proceedings in Shareholder Dispute? It Can Happen.
The Rise and Fall and Rise of Blue Chip: Fiduciary Duty Trumps Waiver in Latest First Department Decision
Last week, in Pappas v. Tzolis, the Appellate Division, First Department, handed down a 3-2 decision reinstating claims for fiduciary breach and fraud brought by members of an LLC against another member who acquired their interests allegedly while keeping secret his negotiations to sell the LLC’s sole asset to an outside buyer at a drastically higher valuation. It’s an important decision likely headed to the New York Court of Appeals, and it’s in this week’s New York Business Divorce.
Continue Reading The Rise and Fall and Rise of Blue Chip: Fiduciary Duty Trumps Waiver in Latest First Department Decision
“Beauty Bar” Case Highlights Conflicted Legal Representation in Dispute Among LLC Members
A recent decision by Kings County Justice Carolyn Demarest ordered disqualification of plaintiffs’ lawyer in litigation among co-owners of a limited liability company, finding a non-waivable conflict of interest between two groups of complaining members. Learn more in this week’s New York Business Divorce.
Continue Reading “Beauty Bar” Case Highlights Conflicted Legal Representation in Dispute Among LLC Members