Peter J. Sluka

Peter J. Sluka represents individuals and entities in all phases of complex commercial litigation. Peter focuses his practice on business divorce and intra-company disputes, including at mediation, arbitration, trial, and appeal. Regularly litigating in New York State and Federal Court, Peter handles all aspects of claims between owners of closely-held business entities, including disputes over business valuation, fiduciary duties, governing agreements, capital calls, dilution, shareholder oppression, and dissolution.

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Dissolution Defined: The First Department’s Recent Guidance on Interpreting Operating Agreements

By Peter J. Sluka on October 16, 2023

Posted in Dissolution Defenses, Dissolution Procedure, Operating Agreement

How does the First Department tackle competing interpretations of an LLC operating agreement? This week’s post explains.
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Derivative into Direct and Waived into Preserved: The Transformative Power of the Implied Covenant of Good Faith and Fair Dealing

By Peter J. Sluka on September 25, 2023

Posted in Delaware, Derivative Actions

Can a shareholder use the implied covenant of good faith and fair dealing inherent in the corporation’s shareholders agreement to plead what otherwise would be derivative claims as direct ones? Find out in this week’s post.
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Strength in Numbers: The Resurgence of the Accounting Claim in Business Divorce Litigation

By Peter J. Sluka on September 5, 2023

Posted in Accountants/Experts, Corporate Governance

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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Clash of Valuation Visions: Appraisal Proceeding Over Manhattan Eyeglass Shop Goes the Distance

By Peter J. Sluka on August 14, 2023

Posted in Fair Market Value vs. Fair Value, Valuation

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

By Peter J. Sluka on July 24, 2023

Posted in Buyout, Corporate Governance, Expulsion and Removal, Standing

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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?

By Peter J. Sluka on July 3, 2023

Posted in Buyout, Compulsory Buyout, Professional Corporations

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

By Peter J. Sluka on June 12, 2023

Posted in LLCs, RULLCA

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

By Peter J. Sluka on May 22, 2023

Posted in Dissolution Basics, Dissolution Procedure

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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

By Peter J. Sluka on May 1, 2023

Posted in Buyout, Dissolution Defenses, Fair Market Value vs. Fair Value, Valuation, Valuation Discounts

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

By Peter J. Sluka on April 10, 2023

Posted in Corporate Governance, LLCs

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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