In the second of a three-part series on challenges to stock ownership in corporate dissolution cases, this week’s New York Business Divorce looks at a recent post-trial ruling by Kings County Supreme Court Justice Jack Battaglia pitting one shareholder claiming 100% ownership versus two others claiming that the three were equal one-third owners.
Continue Reading Undocumented Stock Interests Invite Challenges to Standing in Corporate Dissolution Cases: Part Two
Undocumented Stock Interests Invite Challenges to Standing in Corporate Dissolution Cases: Part One
This week’s New York Business Divorce presents the first in a three-part series discussing one of the thorniest problems in corporate dissolution contests involving challenges to standing based on the petitioner’s lack of a stock certificate, shareholders’ agreement or other direct evidence of shareholder status. This week’s post highlights a recent decision on the subject by Suffolk County Commercial Division Justice Emily Pines.
Continue Reading Undocumented Stock Interests Invite Challenges to Standing in Corporate Dissolution Cases: Part One
Application for Judicial Dissolution of LLC Must Be Made by Complaint or Petition, Mere Motion Will Not Suffice
The LLC Law authorizes a court to decree dissolution of a limited liability company “on application by or for a member.” Must the application be made by way of a complaint in an action or a petition in a special proceeding? How about by way of a motion or cross motion without a pleading? Find out how New York County Commercial Division Justice Bernard J. Fried answered these questions in a recent ruling featured in this week’s New York Business Divorce.
Continue Reading Application for Judicial Dissolution of LLC Must Be Made by Complaint or Petition, Mere Motion Will Not Suffice
Court Rejects Experts’ Appraisals in Fair Value Proceeding, Relies on Own Computation Using Income Approach
Suffolk County Commercial Division Justice Elizabeth Hazlitt Emerson recently decided a fair value appraisal in a stock buyout proceeding under BCL 1118, in which she rejected the two experts’ widely divergent conclusions of value in favor of her own computation based on the income approach. Read all about it in this week’s New York Business Divorce.
Continue Reading Court Rejects Experts’ Appraisals in Fair Value Proceeding, Relies on Own Computation Using Income Approach
Court Adds Accounting Remedy to LLC Members’ Arsenal
In the aftermath of last year’s Court of Appeals decision in Tzolis v. Wolff, giving LLC members a common law right to bring derivative actions, the Appellate Division, First Department, recently faced the question: Does Tzolis mandate recognition of an LLC member’s common law right to compel an equitable accounting of the LLC’s business affairs? See how the court answered in this week’s New York Business Divorce.
Continue Reading Court Adds Accounting Remedy to LLC Members’ Arsenal
LLC Dissolution Case Illustrates Peril to Minority Member of Compulsory Capital Contribution Provision in Operating Agreement
It’s a familiar story line to readers of this blog: LLC minority member sues for dissolution. Majority members adopt resolution requiring all members to contribute cash to pay legal expenses in the defense of the litigation. Plaintiff cries foul. See how it played out in a recent decision by the Appellate Division, Second Department, in this week’s New York Business Divorce.
Continue Reading LLC Dissolution Case Illustrates Peril to Minority Member of Compulsory Capital Contribution Provision in Operating Agreement
Delaware Court of Chancery Grants Deadlock Dissolution Petition for LLC
This week’s New York Business Divorce highlights an important new decision by the Delaware Court of Chancery granting a petition for dissolution of a deadlocked and financially crippled limited liability company.
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New York Court Follows Delaware Law to Construe Advancement and Indemnification Provisions of Florida LLC’s Operating Agreement
This week’s New York Business Divorce highlights an important decision by the Appellate Division, First Department, construing rights of advancement and indemnification for litigation expenses in a battle royal between majority and minority members of a limited liability company.
Continue Reading New York Court Follows Delaware Law to Construe Advancement and Indemnification Provisions of Florida LLC’s Operating Agreement
Court Rejects Bid by Corporate Dissolution Petitioner to Voluntarily Withdraw Case Without Prejudice
If you’re going to accuse your business partner of bad acts and ask for judicial dissolution of the business, be prepared to settle or take the case all the way to trial. That seems to be the message given to the petitioner in a recent case highlighted in this week’s New York Business Divorce, when the court turned down her request to withdraw the case “without prejudice.”
Continue Reading Court Rejects Bid by Corporate Dissolution Petitioner to Voluntarily Withdraw Case Without Prejudice
Stock Valuation, Dr. Pangloss, Mr. Scrooge and Do-Overs
A recent appellate decision, ordering a new stock valuation hearing in a case marked by incomplete expert testimony and inadequate findings by the judicial hearing officer who heard the valuation evidence, prompts thoughts on the use of hired-gun experts in this week’s New York Business Divorce.
Continue Reading Stock Valuation, Dr. Pangloss, Mr. Scrooge and Do-Overs