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.).
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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.
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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.
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Court Charges Receiver’s Legal Fees in Corporate Dissolution Against 50% Shareholder’s Distributive Share Based on Misconduct
A recent decision by Manhattan Commercial Division Justice Melvin Schweitzer in a corporate dissolution case called Matter of Darvish breaks new ground with respect to the disproportionate assessment against the shareholders’ distributive shares of a court-appointed receiver’s legal fees. It’s in this week’s New York Business Divorce.
Continue Reading Court Charges Receiver’s Legal Fees in Corporate Dissolution Against 50% Shareholder’s Distributive Share Based on Misconduct
Can Court Compel Shareholder to Present Claim in Dissolution Proceeding?
In a first impression decision handed down last month in Matter of Deblinger, Justice Stephen A. Bucaria upheld the court’s power to compel a respondent shareholder in a dissolution case to present a derivative claim against the petitioner-director. Catch it in this week’s New York Business Divorce.
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A Few Dissolution Case Tidbits
It’s summertime, the livin’ is easy and the fare is lighter in this week’s New York Business Divorce featuring short summaries of a few decisions on diverse issues in shareholder disputes decided by Nassau County Justice Stephen Bucaria and Manhattan Justices Jane Solomon and Debra James.
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Court Addresses Necessary Party, Res Judicata Issues in Shareholder Oppression Case Pitting Uncle Against Nephews
Must a corporate dissolution petition name all shareholders as respondents? Does the dismissal of a shareholder’s prior lawsuit asserting derivative and employment-based claims preclude his seeking relief as an oppressed minority shareholder? These are the questions answered in a recent decision by Justice Orin Kitzes in Matter of Adelstein (Finest Foods Distributing Co.), featured in this week’s New York Business Divorce.
Continue Reading Court Addresses Necessary Party, Res Judicata Issues in Shareholder Oppression Case Pitting Uncle Against Nephews
Decision Breaks New Ground in Dispute Over Enforcement of Stock Buyback Triggered by Filing of Dissolution Petition
A highly instructive decision by Westchester Commercial Division Justice Alan D. Scheinkman in Matter of Piekos (Home Studios Inc.) grabs the spotlight in this week’s New York Business Divorce. The question presented: Does the mere filing of a dissolution petition by an allegedly oppressed minority shareholder trigger a mandatory buyback of the petitioner’s shares at book value under the terms of the shareholders’ agreement?
Continue Reading Decision Breaks New Ground in Dispute Over Enforcement of Stock Buyback Triggered by Filing of Dissolution Petition
Sassower Case Illustrates Anew the Price of Poorly Drafted Buy-Sell Agreement
This week’s New York Business Divorce revisits the buy-out valuation contest going into its third year in Sassower v. 975 Stewart Avenue Associates, LLC, on the occasion of a recent decision by Justice Ira B. Warshawsky rejecting the parties’ dueling motions for summary judgment on the question whether the mortgage balance should be deducted from the subject company’s sole real estate asset in determining the purchase price of the minority interest being valued.
Continue Reading Sassower Case Illustrates Anew the Price of Poorly Drafted Buy-Sell Agreement
Final Round of Corfian Case Features Diverse Dissolution Issues
The case of Pappas v. Corfian makes a return appearance in this week’s New York Business Divorce on the occasion of an action-packed decision last month by Brooklyn Supreme Court Justice Jack Battaglia granting a petition for dissolution based on shareholder oppression. You won’t want to miss it.
Continue Reading Final Round of Corfian Case Features Diverse Dissolution Issues