A recent Brooklyn Supreme Court case bring useful insight on three post-dissolution fundamentals: when (and how) a dissolution can be annulled, the court’s supervisory power under BCL 1008, and why, when shareholders are deadlocked as to dissolution procedure, a public sale—not a private deal—is the default endgame.
Continue Reading Corporate Afterlife: Deadlock and Accounting in the Winding-Up Phase
While the distinction between a partner and an economic interest holder is conceptually sound, a recent decision from the Second Department shows how an assignee of an economic interest can be left not only out of the boardroom, but also out in the cold financially.
When cash never hits the books, can an accounting still deliver meaningful relief? A recent decision offers answers—and warnings.
Continue Reading Can an Equitable Accounting Find the Missing Cash?
The Appellate Division, Second Department delivered last week a fascinating case pitting a deadlock-based LLC dissolution petition against an equity forfeiture provision in the parties’ operating agreement. Add to that a bracing reminder that lazy pleadings and procedural missteps in special proceedings can be outcome-determinative, and Ribeiro v Libutti, 2025 NY Slip Op 06865 (2d Dept Dec. 10, 2025), becomes a cautionary tale for business owners and litigators alike.
A new First Department decision proves once again that no one can agree on the Discount for Lack of Marketability.
Continue Reading The Valuation Discount That No One Can Agree On, Still
This week’s post shows that when it comes to business valuations, a little air adds lift—but too much and credibility goes pop.
Think bad faith can save you from expulsion? A new ruling shows just how slim that lifeline really is.
Continue Reading The Bad Faith Defense to Opportunistic Expulsion
A recent Second Department decision confronts the rigid requirements of the BCL and considers whether equity can rescue shareholders who attempt to issue shares beyond those authorized by the certificate of incorporation.
Continue Reading Over the Limit: Can Equity Trump the Certificate of Incorporation’s Share Cap?
What must a shareholder show to maintain a derivative action on behalf of a foreign corporation doing business in New York? This week’s post unpacks the Court of Appeals’ emphatic reaffirmation of the internal affairs doctrine.
This week’s post unpacks a novel estoppel defense that put the brakes on the manager’s right to make a mandatory capital call.
Continue Reading Capital Call Cancelled: A Fairness Defense to the Majority’s Mandatory Capital Call