Access to Books and Records

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In this week’s New York Business Divorce, we focus on the oft-overlooked accounting cause of action, recently reinvigorated by an appellate decision referring to the claim as an “absolute right.” What does that mean for business divorce litigants? Read on.
Continue Reading Accounting Unchained: Is the Closely Held Business Owner’s Right to an Accounting Absolute?

Inspection1

Over the last several years, the books-and-records proceeding and its corresponding shareholder rights of inspection seem to have entered a bit of renaissance period in the courts. We here at New York Business Divorce have reported on at least nine decisions primarily addressing the topic since September 2014, going on record to proclaim the phenomenon as a “boost” for the summary proceeding, by which minority owners in closely-held businesses can get a window into the management and operation of the companies from which they’ve been shut out. We’ve even gone so far as to suggest that books-and-records proceedings may be “on a roll” of late, both in terms of an expansion what constitutes a “proper purpose” for bringing the proceeding, as well as in terms of the scope of information attainable.

That trend, at least with respect to the frequency with which issues related to inspection rights are being litigated, appears to be continuing into 2018. What follows are summaries of three of this year’s more notable decisions addressing inspection rights – all from Manhattan Supreme Court, as it happens.

But first, a quick refresher on the subject matter at hand……
Continue Reading Inspection Rights, Oral Operating Agreements, and Other Pop-Diva Delights

It’s brother against brother in the case featured in this week’s New York Business Divorce, in which the court dismissed a petition to dissolve a real estate holding company based on alleged withholding of company information. …
Continue Reading Shareholder Oppression Requires More Than Denial of Access to Company Information

This week’s New York Business Divorce offers its annual Winter Case Notes with synopses of five recent decisions in business divorce cases involving LLC dissolution, cash-out merger, LLC member expulsion, and more. …
Continue Reading Winter Case Notes: LLC Deadlock and Other Recent Decisions of Interest

Professor Daniel Kleinberger’s article, The Plight of the Bare Naked Assignee, is the springboard for this week’s post about whether assignees of an LLC membership interest should have a right inspect LLC records. It’s in this week’s New York Business Divorce.
Continue Reading Can the Bare Naked Assignee Demand Access to LLC Records?

Is a “Management Member” of an LLC, who holds only an economic interest, a “Member” for purposes of demanding access to the LLC’s books and records? Justice Shirley Werner Kornreich, applying Delaware law, closely examined the operating agreement in upholding inspection rights, as explained in this week’s New York Business Divorce.
Continue Reading A Member By Any Other Name . . . May Have Access to LLC Books and Records

Do unit holders in condominiums, organized as unincorporated associations, have the right to inspect books and records maintained by the condo’s board of managers? Find out in this week’s New York Business Divorce which highlights a number of recent court decisions on the subject.
Continue Reading Courts Expand Books and Records Access for Condo Owners

In a decision of apparent first impression in New York, an appellate panel last week upheld the common-law right of a shareholder to inspect the books and records of the corporation’s wholly-owned subsidiary. Get the full story in this week’s New York Business Divorce.
Continue Reading Ruling Upholds Shareholder’s Right to Inspect Subsidiary’s Books and Records