Courts generally will enforce broad arbitration clauses in shareholders’ agreements to compel arbitration of corporate dissolution disputes. This week’s New York Business Divorce highlights an interesting, recent decision by Justice Ira B. Warshawsky in which he denied a request to compel arbitration of a dissolution petition based on limiting language in a separate termination clause in the shareholders’ agreement.
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Business Divorce, American Chopper Style
Have you heard about the episode of American Chopper in which Paul Sr. and Paul Jr. rev up their litigators and duke it out in the courtroom in a shareholder dispute? You will in this week’s New York Business Divorce.
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Dissenting Shareholder Stock Appraisal Triggered by Freeze-Out Merger Raises Issue of Post-Merger Tax Consequences for C Corporation with Built-In Gains
Stock valuation junkies can get their fix in this week’s New York Business Divorce, as it revisits the issue of discounts for BIG — as in built-in capital gains taxes — in the appraisal of C corporation shares under the fair value standard, prompted by a decision last week by a Manhattan appeals court in a case called Matter of Mandelbaum.
Continue Reading Dissenting Shareholder Stock Appraisal Triggered by Freeze-Out Merger Raises Issue of Post-Merger Tax Consequences for C Corporation with Built-In Gains
Disputes Over Shareholder Status in Close Corporations Continue to Vex Courts
Kun v. Fulop, decided last month by the Appellate Division, Second Department, is one of those cases that inspires the saying, If you want to ruin a good friendship, go into business together. Get the story in this week’s New York Business Divorce.
Continue Reading Disputes Over Shareholder Status in Close Corporations Continue to Vex Courts
Neither Statute Nor Public Policy Supports Buyout Right of Terminated Professional Corporation Shareholder
As if we needed another lesson in the perils of failing to enter into a written shareholders’ agreement, last week the Appellate Division, Second Department, affirmed a lower court ruling rejecting a buyout demand by the expelled shareholder of a law firm organized as a professional corporation. It’s in this week’s New York Business Divorce.
Continue Reading Neither Statute Nor Public Policy Supports Buyout Right of Terminated Professional Corporation Shareholder
Dispute Over Authenticity of Operating Agreement Leads to Reversal of Order Summarily Granting LLC Dissolution
The hydra-headed Ficus Investments litigation is the gift that keeps on giving, at least to students of business divorce. This week’s New York Business Divorce highlights the latest appellate decision in the case, in which the court reversed an order dissolving the limited liability company that managed the mortgage business at the center of the melee.
Continue Reading Dispute Over Authenticity of Operating Agreement Leads to Reversal of Order Summarily Granting LLC Dissolution
Appeals Court Upholds Equitable Buyout Remedy in LLC Dissolution
Last week the Appellate Division, Second Department, affirmed a lower court’s order directing an “equitable” buyout of an LLC member who petitioned for dissolution, notwithstanding the omission of a buyout remedy in the LLC Law. Read about this important ruling in this week’s New York Business Divorce.
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Does Operating Agreement’s Clause Permitting Competitive Activities Eliminate Member’s Fiduciary Duty to Disclose Negotiations to Sell LLC’s Assets Before Buying Out Co-Members?
It’s hard to imagine a more challenging fact pattern and set of legal issues for a law school exam than the one presented in real life in the recently decided case, Pappas v. Tzolis, involving a buyout among LLC members followed by the purchasing member’s sale of the LLC’s asset to an outside buyer for a price far in excess of the buyout, followed by a lawsuit by the former members claiming they were bamboozled by the buying member. Read all about it in this week’s New York Business Divorce.
Continue Reading Does Operating Agreement’s Clause Permitting Competitive Activities Eliminate Member’s Fiduciary Duty to Disclose Negotiations to Sell LLC’s Assets Before Buying Out Co-Members?
Impasse Over Winding Up of Realty Company Leads to Judicial Dissolution
This week’s New York Business Divorce examines a recent Appellate Division, Second Department decision in Matter of Dream Weaver Realty, Inc., where the court affirmed dissolution of a realty company owned equally by two feuding shareholders, over the objection that a liquidation sale of the realty would result in less proceeds than a non-forced, private sale outside of dissolution.
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Tzolis No Solace for Proponent of LLC Member Expulsion
Can a court order the expulsion of an LLC member for misconduct absent language in the operating agreement so providing? Get the answer in this week’s New York Business Divorce highlighting a recent decision by the Appellate Division, Second Department, posing the issue in the context of a bitter dispute between two brothers.
Continue Reading Tzolis No Solace for Proponent of LLC Member Expulsion