Deadlock

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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

An appellate ruling last week in Zwarycz v, Marnia Construction, Inc. illustrates the heavy price of neglect to issue stock certificates or follow other formalities in closely held corporations — a price paid in years of litigation over stock ownership. Learn more in this week’s New York Business Divorce. …
Continue Reading Fifty Years a Stockholder, Six Years to Prove it in Court

A recent decision by Justice Vito DeStefano in Breidbart v Olshan offers valuable pleading tips and identifies pleading pitfalls for practitioners in crafting complaints in partnership disputes. Learn more in this week’s New York Business Divorce.
Continue Reading Decision Yields Hits and Misses for Plaintiff in Partnership Dissolution Case

Call it the case of the underwater watering hole. This week’s New York Business Divorce looks at a recent post-trial decision by Justice Carolyn Demarest ordering $1 buy-outs of the petitioners’ shares in a debt-laden business that operates a neighborhood bar. …
Continue Reading Dissolution Battle Over Heavily Indebted Business Yields $1 Buy-Outs