Serving as the tiebreaker on a equally divided board of directors can be a thankless task, which puts it mildly when one faction sues to remove the tiebreaker. This week’s New York Business Divorce highlights a noteworthy case in which a 50% member of a Delaware LLC claimed the right to unilaterally remove the designated tiebreaker.
Continue Reading It Takes Two to Remove a Tiebreaker
Can a shotgun turn into a minefield? The answer is “yes” judging from a recent decision by Manhattan Commercial Division Justice Andrew Borrok finding a defective exercise of provisions in an LLC agreement for a deadlock-triggered shotgun buy-out. Read about it in this week’s New York Business Divorce.
Continue Reading LLC Member Pays the Price For Not Sticking to Deadlock-Breaking Script
In this week’s New York Business Divorce, we consider a remarkably thoughtful opinion by Commercial Division Justice Jennifer G. Schecter containing some noteworthy hints about the future of LLC dissolution claims in light of the coronavirus pandemic and its catastrophic economic impact on New York closely-held businesses.
Continue Reading Will the Pandemic Be a Boon for Future LLC Dissolution Claimants?
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
Under what circumstances, if at all, does resignation of one member of a two-member board of directors eliminate “deadlock” and “internal dissention” as an available grounds for corporate judicial dissolution? In this week’s New York Business Divorce, we consider a recent ruling by Justice Andrea Masley on that important question.
Continue Reading Resignation: Antidote for Internal Dissention and Deadlock?
Last week’s decision by Chancellor Bouchard in Acela v. DiFalco involves a flawed deadlock resolution provision in an LLC agreement that not only failed to resolve deadlock, it was exploited by one side to create deadlock. Learn more in this week’s New York Business Divorce.
Continue Reading Can a Deadlock Resolution Provision Cause Deadlock? This One Did
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
This week’s New York Business Divorce discusses basic litigation options in business divorce matters and highlights a recent court decision illustrating the use of a judicial dissolution proceeding as the “nuclear option” to break the litigation logjam.
Continue Reading Judicial Dissolution as the Nuclear Option When Other Means Falter
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
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?