Deadlock

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The Delaware Court of Chancery plays an outsized role not only in the public company arena, but also in the field of business divorce and other disputes among co-owners of closely held corporations, partnerships, and LLCs. This week’s New York Business Divorce sets the stage and invites you to listen to a podcast interview of Delaware lawyers Kurt Heyman and Pete Ladig discussing litigation of business divorce cases in the Delaware Chancery Court.
Continue Reading Business Divorce, Delaware Style

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.
Continue Reading Tie-Breaker in Shareholders Agreement Defeats Deadlock Dissolution Petition

Deadlock in LLCs with two equal members can be a major problem and trigger for dissolution proceedings, which is why it’s crucial to consider deadlock avoidance provisions in the operating agreement. This week’s New York Business Divorce, and a related podcast interview on the Business Divorce Roundtable, features noted LLC expert and attorney John Cunningham on the topic of LLC deadlock and how to avoid it.
Continue Reading John Cunningham on Avoiding Deadlock in Two-Member LLCs

An unusual, two-state battle between 50-50 owners of a New York LLC led to a decision earlier this month by Justice Kornreich dismissing a dissolution petition and denying injunctive relief following a New Jersey judge’s order appointing a fifth Director to break a Board deadlock. This week’s New York Business Divorce has the story.
Continue Reading Court Dismisses Dissolution Petition Amidst Multi-Jurisdictional Battle for Control of LLC

A longstanding inter-departmental rift was healed last week when the Appellate Division, First Department, issued a decision disavowing one of its own precedents and aligning itself with Second and Third Department decisions holding that New York courts lack jurisdiction to order dissolution of foreign business entities. Read about this important ruling in this week’s New York Business Divorce. …
Continue Reading A Split No More: First Department Agrees, No Subject Matter Jurisdiction to Dissolve Foreign Business Entities

New York Business Divorce this week inaugurates Winter Case Notes, offering synopses of three recent decisions by Supreme Court Justices Richard Platkin, Stephen Bucaria, and Cynthia Kern in cases involving the removal of an LLC manager and other issues of interest to business divorce professionals.
Continue Reading Winter Case Notes: LLC Manager Removal and Other Recent Decisions of Interest

The death of a shareholder amidst a deadlock dissolution proceeding turns the case upside down, as explained in a decision last month by Justice Vito M. DeStefano granting the petitioner’s request to discontinue the proceeding. Check it out in this week’s New York Business Divorce. …
Continue Reading A Doozy of a Discontinuance in Deadlock Dissolution Case

Hard to believe the two, 50/50 owners of a company with half a billion annual sales and $80 million profit can’t overcome their mutual antipathy, but that’s exactly what happened in Shawe v. Elting, a decision last week by the Delaware Chancery Court ordering the appointment of a custodian to sell the company. It’s in this week’s New York Business Divorce.
Continue Reading “Locked in Corporate Hell”: Bitter Feud Between Deadlocked 50/50 Owners Leads Court to Order Sale of Lucrative Company

In Goldstein v Pikus, decided last month by Justice Charles Ramos, the court dismissed a dissolution petition alleging deadlock, brought by one of two co-managing members of an LLC that owns a residential apartment building. Find out why in this week’s New York Business Divorce.
Continue Reading Deadlock Hits Dead End in LLC Dissolution Case