Access to Books and Records

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Does an LLC subscription agreement, barring transfer of “any interest therein,” bar the later transfer of the acquired membership interest? The answer, recently provided by a Manhattan appellate panel in Gartner v. Cardio Ventures, LLC, is discussed in this week’s New York Business Divorce. …
Continue Reading LLC Subscription Agreement No Bar to Transfer of Membership Interest

A decision last month by Justice Carolyn Demarest, in Novikov v. Oceana Holdings Corp., granted a minority shareholder’s books-and-records petition predicated on the need to investigate possible management misconduct. On the heels of a recent First Department case to similar effect, might this be the start of a trend? Find out more in this week’s New York Business Divorce. …
Continue Reading Minority Shareholder’s Investigation of Management Misconduct is Proper Purpose for Books & Records Demand

In this week’s New York Business Divorce, find out how Justice Vito DeStefano ruled when asked to dismiss a damages suit by a minority shareholder against the majority shareholder, brought years after the minority shareholder abandoned a prior dissolution proceeding in which the majority shareholder elected to purchase.
Continue Reading Buy-Out Interruptus: Court Okays New Suit Five Years After Unconsummated Election to Purchase in Prior Dissolution Case

This week’s New York Business Divorce looks at two recent decisions by appellate courts in New York and Massachusetts in which dissident shareholder/directors sought access to the other directors’ communications with corporate counsel. Did they succeed? Read on to find out. …
Continue Reading Can “Adverse” Shareholder/Director Access Privileged Communications With Corporate Counsel?

A recent decision by Justice Paul Feinman in Ng v. Ng illustrates the dilemma faced by a putative, undocumented shareholder in a close corporation who needs access to the corporate kit, tax and financial records — which generally only recognized shareholders are given — to establish his ownership claim. See how the court resolved the issue, in this week’s New York Business Divorce.
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Continue Reading Court Orders In Camera Review of Corporate Records in Fraternal Dispute Over Stock Ownership

A decision last month by Nassau County Commercial Division Justice Ira Warshawsky, and two recent decisions by the Delaware Chancery and Supreme Courts, clarify issues of standing and scope in proceedings under the business corporation and LLC statutes for inspection of company books and records. Read more in this week’s New York Business Divorce.
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Continue Reading New York and Delaware Courts Clarify Petitioner Standing to Bring Books and Records Proceedings

This week’s New York Business Divorce features an interesting decision by Commercial Division Justice Emily Pines in Nastasi v. Carlino, where she sent both sides home empty handed in a bitter shareholder dispute with misconduct on both sides.
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Continue Reading Court Sends Everyone Home Empty Handed in Bitter Business Breakup

Kun v. Fulop, decided last month by the Appellate Division, Second Department, is one of those cases that inspires the saying, If you want to ruin a good friendship, go into business together. Get the story in this week’s New York Business Divorce.
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Continue Reading Disputes Over Shareholder Status in Close Corporations Continue to Vex Courts