Common Law Dissolution

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In New York, the common law right to judicial dissolution of a closely held corporation has existed for about 50 years, but there have few reported cases on the subject, which gives all the more reason to read this week’s New York Business Divorce highlighting an important decision earlier this month by Justice Alan Scheinkman in White v. Fee, denying a motion to dismiss a common law dissolution claim involving a family-owned business.
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Continue Reading Court Upholds Complaint Seeking Common Law Dissolution of Family-Owned Business

A Queens County judge recently lowered the boom on controlling shareholders of a fire and burglar alarm company, all of whose assets they sold without telling, or distributing any sale proceeds to, a minority shareholder. Get the full story in this week’s New York Business Divorce.
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Continue Reading Court Grants Common-Law Dissolution and Awards Damages for 5% Shareholder Excluded From Sale of Company Assets

Common law dissolution is something of a remedy of last resort for the oppressed minority shareholder who does not hold the requisite 20% of the corporation’s voting shares to bring a dissolution proceeding under BCL Section 1104-a. This week’s New York Business Divorce highlights a recent decision by Queens County Commercial Division Justice Orin Kitzes ordering a hearing to determine a common law dissolution petition brought by 15% shareholders of a restaurant business.
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Continue Reading Court Orders Hearing On Minority Shareholder’s Petition for Common Law Dissolution

When husband and wife hold shares as joint tenants with right of survivorship, can one of them seek corporate dissolution without joining the other? Get the answer in this week’s New York Business Divorce.
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Continue Reading Spouses Holding Shares as Joint Tenants Must Jointly Petition for Corporate Dissolution