Access to Books and Records

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Pre-answer motions to dismiss for untimeliness are exceptionally common in business divorce litigation. Statute of limitations analysis can be deceptively simple in theory, but elusively difficult in practice, even for veteran judges. Identifying the applicable statute of limitations is just one of three steps a court must perform as part of its decision making process:

  • What’s the applicable statute of limitations?
  • What’s the accrual date of the claim?
  • Are there any applicable tolls or equitable exceptions?

A recent decision from the Albany-based Appellate Division – Third Department, Lambos v Karabinis (___ AD3d ___, 2025 NY Slip Op 03367 [3d Dept June 5, 2025]), is a reminder to business divorce litigants – on either side of the v. – not to overlook that crucial third step in the statute of limitations analysis, which can rescue complaints from pre-answer dismissal even if they allege misconduct from decades earlier.Continue Reading A Tardy Plaintiff’s Best Friend: The Open Repudiation Doctrine

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This week’s New York Business Divorce features a failed attempt at removing restaurant manager on a preliminary injunction motion.…

Continue Reading Bless This Mess: New York Court Shuts Down Attempted Early Ouster of Restauranteur From Managing His Own Restaurant

New York case law concerning shareholder rights to inspect books and records of foreign business entities is far from settled. This week’s New York Business Divorce features two recent decisions in books and records cases involving a Delaware corporation and a Nevada LLC, with mixed results.
Continue Reading Foreign Affairs of the Books and Records Kind

This weeks New York Business Divorce proudly presents the 13th annual edition of Summer Shorts featuring brief commentary on five recent decisions of interest in business divorce cases in the New York courts.
Continue Reading Summer Shorts: Equitable Contribution, Stock Redemption, and Other Recent Decisions of Interest

A pair of significant appellate decisions last week address the courts’ remedial powers concerning co-op and condominium board elections and access to the shareholder list for purposes of campaigning for board seats. Learn more in this week’s New York Business Divorce.
Continue Reading Appellate Rulings Endorse Courts’ Broad Remedial Powers Over Condo and Co-op Board Elections

This week’s post considers a duo of recent decisions concerning disputes between LLC members over the terms of their operating agreement.  In the first case, the court considered whether to enforce an operating agreement as written despite evidence that the parties actually intended a different deal.  In the second, the court considered whether to enforce an operating agreement where its buyout terms were grossly unfair.  The cases’ different outcomes highlight the outer limits of the parties’ freedom of contract in LLC operating agreements. …
Continue Reading The Operating Agreement Controls, Unless Public Policy Says Otherwise

Shareholders considering exercising their right to inspect the corporation’s books and records–particularly in the context of a valuation proceeding under BCL 1118 or 623–would be wise to consider Justice Platkin’s recent primer on different inspection rights and their correspondingly different scopes, conditions precedent, and required justifications. …
Continue Reading Justice Platkin’s Primer on Shareholders’ Inspection Rights