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.
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Deadlock
Decision Yields Hits and Misses for Plaintiff in Partnership Dissolution Case
By Peter A. Mahler on
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.
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Take the 50% Shareholder/Dissolution Pop Quiz!
By Peter A. Mahler on
Think you know the rules governing a 50% shareholder’s standing to seek statutory and common-law judicial dissolution of a closely held corporation? Test yourself with a pop quiz in this week’s New York Business Divorce.
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Dissolution Battle Over Heavily Indebted Business Yields $1 Buy-Outs
By Peter A. Mahler on
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. …
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Choose the Right Dissolution Statute for the Right Remedy
By Peter A. Mahler on
A recent decision by Justice Vito DeStefano highlights the choices to be made by a 50% shareholder when choosing the statutory basis for dissolution, and the effect the choice has on available remedies. The case is featured in this week’s New York Business Divorce.
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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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Court Enforces “Quick Draw” Buy-Sell Agreement in Suit Between 50/50 Shareholders
By Peter A. Mahler on
Buy-sell agreements are commonly used to break fundamental deadlock in companies owned by 50/50 shareholders. This week’s New York Business Divorce examines a recent decision by Justice David Schmidt in Mintz v. Pazer in which he enforced an unusual buy-sell agreement that prompted a lawsuit over which side had the right to buy out the other. …
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Interview With Professors Claudia Landeo and Kathryn Spier on Shotguns and Deadlocks: Part Two
By Peter A. Mahler on
Read Part Two of my interview with Professors Claudia Landeo and Kathryn Spier on their article, Shotguns and Deadlocks, in this week’s New York Business Divorce.
Continue Reading Interview With Professors Claudia Landeo and Kathryn Spier on Shotguns and Deadlocks: Part Two
Interview With Professors Claudia Landeo and Kathryn Spier on Shotguns and Deadlocks: Part One
By Peter A. Mahler on
This week’s New York Business Divorce features Part One of a two-part online interview of Claudia Landeo, Associate Professor of Economics at the University of Alberta, and Kathryn Spier, Professor of Law at the Harvard Law School, on their collaborative article forthcoming in the Yale Journal on Regulation entitled “Shotguns and Deadlocks.” The interview explores the article’s thesis, supported by economic theory and data from laboratory experiments, that courts should make greater use of the shotgun buy-out mechanism to resolve deadlock dissolution cases, and should assign the role of offeror to the better-informed owner. …
Continue Reading Interview With Professors Claudia Landeo and Kathryn Spier on Shotguns and Deadlocks: Part One
How Should Courts Maximize Shareholder Value When Dissolving Deadlocked Companies?
By Peter A. Mahler on
The decision highlighted in this week’s New York Business Divorce may not be new, but it is one that deserves serious attention as a possible remedial template in deadlock dissolution cases, where one 50% owner with operational control uses it as a sword to force the other 50% owner to accept an under-valued buyout. …
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