Suffolk County Commercial Division Justice Emily Pines recently denied a judicial dissolution petition brought by a minority shareholder after he voluntarily left the company to take employment elsewhere, and where the shareholders’ agreement provided for buyout only in the event of a shareholder’s death. Get the full story in this week’s New York Business Divorce.
Continue Reading Contract Trumps Shareholder Expectations in Recent Case Denying Judicial Dissolution of Close Corporation
May Majority Member of Managerless Manager-Managed LLC Maintain Derivative Action?
A recent decision by Commercial Division Justice Bernard Fried addresses an interesting issue concerning demand requirements for derivative actions involving manager-managed LLCs. Learn more in this week’s New York Business Divorce.
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Failure to Define Terms in Buyout Agreements Leads to Litigation Woes
What do three recent decisions by the Wisconsin Supreme Court, the Appellate Division in Albany, and Nassau County Justice Ira Warshawsky have in common? They all involve disputes over poorly designed buyout agreements that fail to define critical terms. It’s in this week’s New York Business Divorce.
Continue Reading Failure to Define Terms in Buyout Agreements Leads to Litigation Woes
Court in Hellman Case Re-Affirms Close Corporation President’s Authority to Sign Lease Without Board Approval
What are the powers of the president of a close corporation to make major decisions in the ordinary course of business, such as entering leases, without obtaining board approval? Does it matter if the president knows he or she cannot obtain board approval for the proposed action? Read this week’s New York Business Divorce to see how these questions were answered by Rochester Commercial Division Justice Kenneth Fisher in a fascinating case pitting brother against brother in Hellman v. Hellman.
Continue Reading Court in Hellman Case Re-Affirms Close Corporation President’s Authority to Sign Lease Without Board Approval
Not a Capital Idea: Making Unauthorized LLC Capital Calls
In Georgi v. Polanski, decided last month by Kings County Commercial Division Justice David Schmidt, the court addresses the right of a controlling LLC member to expel the non-controlling member upon his failure to comply with a capital call. It’s in this week’s New York Business Divorce.
Continue Reading Not a Capital Idea: Making Unauthorized LLC Capital Calls
Court Hears Argument of Paul Jr.’s Appeal in American Chopper Buyout Dispute
Last week I stopped by the courthouse in White Plains to watch the oral argument of the appeal by Paul “Junior” Teutul of American Chopper fame from the lower court’s decision on which I previously reported, compelling him to sell his shares in the custom motorcycle business to his father and television co-star, Paul “Senior” Teutul. Get the full story in this week’s New York Business Divorce.
Continue Reading Court Hears Argument of Paul Jr.’s Appeal in American Chopper Buyout Dispute
50% Owner of AriZona Iced Tea, Claiming Shareholder Oppression, Files for Involuntary Dissolution of Multi-Billion Dollar Enterprise
Drinkers of AriZona Iced Tea will thirst for this week’s New York Business Divorce post on a dissolution petition filed last week in Nassau County Supreme Court by a 50% shareholder of the multi-billion dollar beverage maker headquartered in Woodbury, New York.
Continue Reading 50% Owner of AriZona Iced Tea, Claiming Shareholder Oppression, Files for Involuntary Dissolution of Multi-Billion Dollar Enterprise
Do Not Take Pre-Trial Discovery for Granted in Corporate Dissolution Proceedings
This week’s New York Business Divorce features a nuts-and-bolts issue concerning the limited availability of depositions and other discovery in corporate dissolution cases, prompted by a recent ruling on the subject by Nassau County Commercial Division Justice Timothy S. Driscoll in Matter of Kaufman (L.I. Yellow Cab Corp.).
Continue Reading Do Not Take Pre-Trial Discovery for Granted in Corporate Dissolution Proceedings
Court Requires Demand Upon Receiver for Derivative Action in Dissolution Case
When the court appoints a receiver in a corporate dissolution proceeding, must a shareholder who thereafter seeks to bring a derivative action on the corporation’s behalf make a formal demand upon the receiver before filing the action? A recent decision by Nassau County Commercial Division Justice Timothy S. Driscoll, covered in this week’s New York Business Divorce, gives the answer.
Continue Reading Court Requires Demand Upon Receiver for Derivative Action in Dissolution Case
Does Mere Threat of Shareholder Oppression Constitute Grounds for Corporate Dissolution?
Must a minority shareholder wait for the axe to fall before claiming oppressive conduct by the majority, or will a threat of oppressive conduct suffice to trigger statutory protection and the prospect of judicial dissolution? That’s the question addressed in this week’s New York Business Divorce as it looks at a Michigan court’s decision involving threatened oppressive conduct.
Continue Reading Does Mere Threat of Shareholder Oppression Constitute Grounds for Corporate Dissolution?