The equitable accounting claim in business disputes has experienced a resurgence. This week’s post explores the recent developments reinforcing the potency of this once-fading legal remedy.
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Peter J. Sluka
Clash of Valuation Visions: Appraisal Proceeding Over Manhattan Eyeglass Shop Goes the Distance
Spectacle of Appraisal: This week’s post highlights a Manhattan Eyeglass Store’s valuation quandary and the appraisal lessons we can learn from it.
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At-Will Employment Agreement Plus Mandatory Redemption Clause Leaves Minority Shareholder-Employees Out in the Cold
What happens when you cross an at-will employment agreement with a mandatory redemption requirement at a deeply discounted price? Find out in this week’s post.
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Must a Professional Corporation Redeem the Shares of its Retired Shareholders?
This week’s post discusses what happens when shareholders of a Professional Corporation retire without an agreement governing the redemption of their shares.
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Greetings from the American Bar Association’s 2023 LLC Institute
At the 2023 LLC Institute recently held in Denver, CO, the NYBD authors had the pleasure of sharing their views from the Business Divorce trenches on emerging trends or potential trends in LLC litigation. Here is a recap of the lively panel discussion, Frontiers of LLC Member Litigation: Sex Discrimination as Oppression, Freeze-Out Mergers, and Direct vs. Derivative Claims.
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Second Department Rejects Private Auction for Deadlocked Corporation
If you petition for deadlock-based dissolution, be prepared to liquidate via public sale. This week’s post explores the Second Department’s recent decision reversing a post-dissolution buyout of one shareholder via private auction. …
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A Cross-Country Road Trip of Elections to Purchase in Dissolution Proceedings
When a shareholder petitions for dissolution, many states have statutes allowing the corporation to respond by buying out the complaining shareholder. This week’s post takes a look at several recent decisions concerning buyout elections across the country.
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First Department Recognizes Cause of Action for Specific Performance of LLC Member Voting Agreement
Statutes and caselaw have imposed several limitations on shareholders’ ability to enter into enforceable voting agreements. But those limitations apply in the corporate context—few have migrated over to LLC member voting agreements. And as a recent decision from the First Department demonstrates, LLC member voting agreements may have fewer formality requirements than one might expect.
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The Corporation is Becoming More Contract Focused, But Don’t Call it an LLC Just Yet
We’re blurring the lines between the corporation and the LLC. But I’d still rather be a minority shareholder in a New York corporation than a minority owner of a New York LLC. Find out why in this week’s post.
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Who Died and Made You a Member? Second Department Resurrects LLC Dissolution Petition Brought by Deceased Member’s Estate.
In an apparent first of its kind decision, the Second Department reinstated dissolution claim brought by the estate of a deceased LLC Member. This week’s post considers the decision and its potential impact.
Continue Reading Who Died and Made You a Member? Second Department Resurrects LLC Dissolution Petition Brought by Deceased Member’s Estate.