Dissolution of a closely held New York corporation can be accomplished either voluntarily, by vote of the shareholders, or involuntarily by way of a petition for judicial dissolution. The two methods are fundamentally different and should never be confused.
Article 10 of the Business Corporation Law (BCL) governs voluntary or “non-judicial” dissolution. For corporations formed after
New York has a peculiar statutory scheme when it comes to dissolution proceedings and buyouts.
There are two basic statutes governing dissolution of closely held business corporations. The older statute, codified as Section 1104 of the Business Corporation Law (BCL), permits a 50% shareholder to seek dissolution in cases of deadlock. When one 50% shareholder
Under Section 1118 of the Business Corporation Law, when a minority shareholder files a petition for judicial dissolution of a close corporation based on oppressive conduct by the controlling shareholders or directors, the respondent shareholders may avoid dissolution by electing to purchase the petitioner’s shares for fair value.
I recently got a call from
A recent court decision reminds us how the simple, easily avoidable mistakes made by counsel at the outset of a dissolution case can end in a misfire — and likely an angry client.
In Matter of Cohen (Last Choice Real Estate Corp.), Index No. 5940/07 (Sup Ct Nassau County July 18, 2007), Justice Stephen
Individuals and companies have a choice of entities – some requiring more formalities than others – through which to pool their resources and efforts in pursuit of a common business goal. Joint ventures and general partnerships are on the less formal side of the spectrum and are often used in the early stages of a
Under the Mohawk Maintenance doctrine, named after a case decided by New York’s highest court, the seller of a business including its good will is under an implied covenant not to solicit the seller’s former customers. Yet to be decided by the same court, although it’s come close on a couple of occasions, is whether
Business appraisers generally apply discounts of one sort or another to value an interest in a closely held business entity. Discounts for lack of control (DLOC) and lack of marketability (DLOM) are most commonly used, depending on the context (estate taxes, matrimonial divorce, dissenting shareholder appraisal, etc.) and the applicable standard of value (fair market
Judicial dissolution of a New York limited liability company (LLC) is governed by Section 702 of the LLC Law (LLCL), whereas judicial dissolution of a closely held business corporation is governed by Article 11 of the Business Corporation Law (BCL). Under Section 702, a court may order LLC dissolution “whenever it is not reasonably practicable