In this week’s New York Business Divorce, read about the unhappy consequences under the “informal dissolution” doctrine to befall a corporate director who effectuated the liquidation of a defunct corporation’s assets without providing statutory notice of dissolution to the entity’s creditors.
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Corporate Governance
Business Divorce Epilogues

The New York Business Divorce blog has covered hundreds of cases over the past 11 years. This week’s post revisits three of them, two of which were recently resolved, one of which is still going strong, and all of which made the list of Top Ten business divorce cases in years past. …
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Think Twice Before Putting 100% Quorum Requirement in By-Laws or LLC Agreement

This week’s New York Business Divorce examines an unusual case centering on an atypical quorum provision in an operating agreement requiring the presence of all managers in order to conduct any business.
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When Love and Business Fails

The mix of romance and business partnership can prove toxic when one or the other fails, as illustrated in a case recently decided by Queens County Justice Dufficy in Shih v. Kim, highlighted in this week’s New York Business Divorce. …
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Winter Case Notes: De Facto Partnership and Other Recent Decisions of Interest
This week’s New York Business Divorce offers its annual Winter Case Notes with synopses of four recent decisions by Supreme Court Justices Elizabeth Emerson, Stephen Bucaria, and Charles Ramos in cases involving partnership, close corporation, and LLC disputes.
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Too Clever By Half? Court Permits Suit Challenging Share Increase Tied to Transfer Restrictions

Stock transfer restrictions in closely held corporations are routinely upheld by courts. So are increases in authorized shares that treat existing shareholders uniformly. But sometimes, as in the case highlighted in this week’s New York Business Divorce, the combined effect of the two may breach duties owed by controllers to the minority. …
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Tie-Breaker in Shareholders Agreement Defeats Deadlock Dissolution Petition

This week’s New York Business Divorce highlights an unusual corporate dissolution case in which a tie-break provision in the shareholders agreement of 50/50 shareholders gave one of them the decisive vote in the event of board deadlock, which in turn doomed the other’s deadlock dissolution petition.
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Death of a Shareholder
This week’s New York Business Divorce highlights a recent decision by Justice Richard Platkin in a case involving a fractured family-owned business where the deaths of two shareholders before and during litigation triggered a consequential change in control. …
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Not Your Father’s Derivative Action

This week’s New York Business Divorce travels upstate, to Buffalo, where a most interesting dispute between 50/50 members of a realty company has played out in litigation before Justice Timothy Walker, focusing on the rights of the non-managing member to bring a derivative summary eviction proceeding against the LLC’s sole tenant. …
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Hot Topics in Business Divorce
Hot topics in business divorce is the topic of this week’s New York Business Divorce. Equitable buy-out in LLC dissolution cases, fiduciary waiver, and dissolution of foreign entities are just some of the current issues highlighted. …
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