Pleading a derivative claim as direct, a direct claim as derivative, or intermingling direct and derivative claims, will likely invite time consuming and potentially expensive motion practice at the outset of a business divorce case. This week’s New York Business Divorce highlights the pitfalls.
Continue Reading Singin’ the Derivative Plaintiff Blues
Peter A. Mahler
Peter A. Mahler is a litigator focusing on business divorce cases involving dissolution and other disputes among co-owners of closely held business entities, such as limited liability companies, corporations, and partnerships. Peter represents both control and non-control owners, often involving family-owned businesses. Frequently counseling business owners prior to litigation, he advises them of their rights and also assists in designing and negotiating an amicable separation between parties. Peter’s counsel helps avoid litigation by means of a buy-out, sale, or division of business assets.
Top 10 Business Divorce Cases of 2021
New York Business Divorce proudly presents its 14th annual list of the past year’s ten most noteworthy business divorce cases, along with short summaries and links to prior posts on the featured cases. …
Continue Reading Top 10 Business Divorce Cases of 2021
LLCs as They Approach the 50-Year Milestone: A Conversation with Professor Susan Pace Hamill
Professor Susan Pace Hamill is one of the leading authorities on the history and evolution of LLCs and LLC jurisprudence. This week’s New York Business Divorce introduces the latest episode of the Business Divorce Roundtable podcast featuring an interview with Professor Hamill about her latest law review article entitled Some Musings as LLCs Approach the Fifty-Year Milestone.
Continue Reading LLCs as They Approach the 50-Year Milestone: A Conversation with Professor Susan Pace Hamill
The Nutmeg State Out Front on Member Inspection Rights Under RULLCA
Earlier this month the Connecticut Supreme Court handed down an important, first impression decision construing RULLCA’s provision granting members of manager-managed LLCs the right to inspect books and records. Read more in this week’s New York Business Divorce.
Continue Reading The Nutmeg State Out Front on Member Inspection Rights Under RULLCA
Disguised Agreements and Dissolution
This week’s New York Business Divorce highlights a pair of recent decisions in judicial dissolution cases in both of which one side claimed to be the 100% owner notwithstanding documents indicating otherwise.
Continue Reading Disguised Agreements and Dissolution
Statutory Buyouts and Discounts Under the Fair Market Value Standard: An Awkward Pair?
In an unusual case, a divided California appellate panel recently grappled with the application of minority and marketability discounts in a statutory appraisal proceeding triggered by a buyout election in a proceeding brought for judicial dissolution of an LLC, where the governing statute utilizes the fair market value standard instead of the more typical fair value standard. Learn more in this week’s New York Business Divorce.
Continue Reading Statutory Buyouts and Discounts Under the Fair Market Value Standard: An Awkward Pair?
This Is Not Your Father’s Brady Bunch
Father against son, half-brother against half-brother, are the players in a recent courtroom drama that unfolded in Matter of Brady v. Brady, culminating with an appellate panel’s affirmance of a lower court’s order dissolving a family-owned close corporation that owns extensive farm land in upstate New York. Find out more in this week’s New York Business Divorce.
Continue Reading This Is Not Your Father’s Brady Bunch
Everything You Ever Wanted to Know About Buy-Sell Agreements: A Conversation With Paul Hood
Paul Hood, one of the leading experts on buy-sell agreements, has a new book on the subject highlighted in this week’s New York Business Divorce and also featured in an interview with Paul on a new episode of the Business Divorce Roundtable podcast.
Continue Reading Everything You Ever Wanted to Know About Buy-Sell Agreements: A Conversation With Paul Hood
Court Cancels Capital Call For Want of a Postage Stamp
Hard to believe in the year 2021 we’re seeing litigation over the validity of capital calls because notice was given by email rather than snail mail, but that’s what happened in a case recently decided by the Appellate Division, Fourth Department and reported in this week’s New York Business Divorce. …
Continue Reading Court Cancels Capital Call For Want of a Postage Stamp
Delaware Declines Subject Matter Jurisdiction Over Judicial Dissolution of Foreign Entities
The Delaware Chancery Court finally caught up with court decisions in New York and elsewhere, ruling last month in a case involving a bitcoin mining company that Delaware courts lack subject matter jurisdiction to adjudicate petitions to dissolve non-Delaware business entities. Learn more in this week’s New York Business Divorce.
Continue Reading Delaware Declines Subject Matter Jurisdiction Over Judicial Dissolution of Foreign Entities