This week’s New York Business Divorce highlights a recent decision by Justice Joel M. Cohen in a fascinating, high stakes case involving an allegedly “rigged” appraisal pursuant to a repurchase option in an LLC agreement.
Continue Reading This Single-Appraiser Buy-Sell Agreement Was Asking for Trouble
Arbitration and Mediation
Buy-Sell Agreements Are Supposed to Deter Litigation, Not Foment It

This week’s New York Business Divorce highlights a noteworthy case in which, following the death of a 50% shareholder, dysfunctional buy-sell agreements led to multi-front shareholder litigation in state and federal courts.…
Continue Reading Buy-Sell Agreements Are Supposed to Deter Litigation, Not Foment It
No Laughing Matter: Deadlock Dissolution Petition Targets Legendary NYC Comedy Club

Even a comedy club is not exempt from the grip of a acrimonious business divorce, as you’ll learn in this week’s New York Business Divorce. …
Continue Reading No Laughing Matter: Deadlock Dissolution Petition Targets Legendary NYC Comedy Club
The Curious Case of the Expelled LLC Member Bound by Operating Agreement He Never Signed
Shapiro v Ettenson, known as the case that made it extra dangerous for minority members of New York LLCs without written operating agreements, reappears in this week’s New York Business Divorce on the occasion of a recent decision concerning member expulsion. …
Continue Reading The Curious Case of the Expelled LLC Member Bound by Operating Agreement He Never Signed
Arbitrating Deadlock: A Conversation with Arbitrator Erica Garay

This week’s New York Business Divorce highlights and links to a Business Divorce Roundtable podcast interview with arbitrator/mediator Erica Garay on the novel topic of arbitrating deadlock between 50/50 owners of closely held business entities.…
Continue Reading Arbitrating Deadlock: A Conversation with Arbitrator Erica Garay
Winter Case Notes: Oppression of the “Gifted” Minority Shareholder and Other Recent Decisions of Interest
This week’s New York Business Divorce offers its annual Winter Case Notes with synopses of half a dozen recent decisions in business divorce cases involving minority shareholder oppression, books and records proceedings, and more.…
Continue Reading Winter Case Notes: Oppression of the “Gifted” Minority Shareholder and Other Recent Decisions of Interest
49% Shareholder Can’t Seek Deadlock Dissolution Despite Shareholders’ Agreement Granting Co-Equal Control

Can a 49% shareholder who has co-equal control rights per the shareholders agreement bring an action for deadlock dissolution? Get the answer in this week’s New York Business Divorce.…
Continue Reading 49% Shareholder Can’t Seek Deadlock Dissolution Despite Shareholders’ Agreement Granting Co-Equal Control
Anyone Think Binding Mediation to Break Deadlock Is a Good Idea?

This week’s New York Business Divorce analyzes the use of binding mediation to resolve deadlock between 50/50 business owners, a device whose use was affirmed on appeal in a decision last week by the Appellate Division, First Department.…
Continue Reading Anyone Think Binding Mediation to Break Deadlock Is a Good Idea?
Corporate Frankenstein “Partnership to Form a Corporation” Lives Another Day

Is is a partnership? Or is it a corporation? Can an entity be both at once? Find out in this week’s New York Business Divorce.…
Continue Reading Corporate Frankenstein “Partnership to Form a Corporation” Lives Another Day
Read This Case. Slap Your Head. Not Too Hard.

Did the parties get it wrong, or the judge, or both in Verkhoglyad v Benimovich, in which the court let proceed a claim to dissolve a foreign business entity and refused to enforce forum selection and pre-suit mediation clauses in the operating agreement of a New Jersey LLC. Learn more in this week’s New York Business Divorce. …
Continue Reading Read This Case. Slap Your Head. Not Too Hard.