Attorney's Fees

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In the first of a two-part series, this week’s New York Business Divorce looks at the Delaware Chancery Court’s important decision last month in Auriga Capital v. Gatz in which Chancellor Leo Strine, Jr. sets forth an analytic framework for imposition of fiduciary duties on managers of Delaware LLCs. Next week’s post will compare the law governing fiduciary duties of New York LLC managers.
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Continue Reading What Does Chancellor Strine’s Auriga Capital Decision Teach Us About Fiduciary Duties of New York LLC Managers? (Part One)

A recent decision by Queens County Commercial Division Justice Orin Kitzes in Matter of Adelstein illustrates the crucial role of forensic accounting in testing and adjusting a company’s financial statements for purposes of stock valuation in an oppressed minority shareholder case. Read more in this week’s New York Business Divorce.
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Continue Reading Forensic Accounting Helps Wins the Day in Oppressed Shareholder Stock Valuation Proceeding

Stock valuation aficionados will not want to miss the report in this week’s New York Business Divorce on the recent decision in Matter of Harlem River Yard Ventures, Inc. It’s a dissenting shareholder case triggered by a squeeze-out merger in which the court was faced with widely disparate expert valuations of a company holding a 99-year lease on the Bronx site of the former Penn Central rail yards, now serving as an industrial park.
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Continue Reading Court Endorses Discounted Cash Flow Method, Rejects Post-Merger Tax Benefits, in Determining Fair Value Award to Dissenting Shareholder

A fight over ownership of a Long Island marina leads to an order granting corporate dissolution and awarding counsel fees based on the controlling shareholders’ unreasonable denial of the petitioning shareholders’ 50% ownership. Read about Justice Stephen Bucaria’s decision in Rosenfeld v. Luccaro in this week’s New York Business Divorce.
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Continue Reading Controlling Shareholder’s Unreasonable Refusal to Admit Petitioners’ Stock Ownership Constitutes Ground for Corporate Dissolution, Incurs Award of Attorney’s Fees

This week’s New York Business Divorce looks at a recent case in which the managing member of an LLC, relying on the operating agreement’s indemnity provision, sought to sell company assets for various purposes including payment of her own legal fees to defend against an action brought by the other members to remove her as manager.
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Continue Reading Indemnity Provision Can Tilt the Playing Field in Litigation Between Business Partners