Deadlock

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Does the petitioner’s bad faith matter in a deadlock dissolution case when the relationship between the 50/50 owners has broken down irreconcilably? Justice Vito DeStefano recently tackled the question in Feinberg v. Silverberg in an important ruling that is likely to be cited in other cases. Read more in this week’s New York Business Divorce.
Continue Reading Is Bad Faith a Defense in Deadlock Dissolution Proceedings?

Is an LLC membership interest forfeited or reduced when a member fails to make a required capital contribution? That was the threshold issue in a decision last week by the Delaware Chancery Court in Grove v. Brown, where the LLC’s financial success in its first year led to acrimony and litigation. Get the answer in this week’s New York Business Divorce.
Continue Reading LLC’s Quick Success Breeds Mutual Misbehavior in Delaware Case

The lawyer who appeared for the corporation in Matter of Boucher, decided last week by a Brooklyn appellate panel, learned the hard way that courts will not allow one 50% shareholder to use corporate funds to resist dissolution sought by the other 50% shareholder. It’s in this week’s New York Business Divorce.
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Continue Reading The Accidental Pro Bono Business Divorce Lawyer

A decision last week by the Appellate Division, Second Department, in Mizrahi v. Cohen ordered a buy-out of a 50% LLC member by the other 50% member as an equitable remedy in lieu of a winding-up and liquidation of the LLC’s assets. Read about this important decision in this week’s New York Business Divorce.
Continue Reading Appellate Court Orders Equitable Buy-Out in LLC Dissolution Case

This week’s New York Business Divorce features brief summaries of a handful of noteworthy court decisions that escaped my attention last year, including a pair of decisions involving deadlock and oppressed minority shareholder disputes, and another pair of decisions involving receivership applications.
Continue Reading Some Winter Case Notes

Dueling corporate dissolution petitions? The petitioner demanding that he be allowed to buy out the respondent? Sounds odd, but that’s what happened in Matter of Carson, decided last week by the Appellate Division, Third Department, and featured in this week’s New York Business Divorce.
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Continue Reading The Case of the Dueling Dissolution Petitions: Who Can Buy Out Whom?

A recent and controversial decision by the Delaware Chancery Court highlights the need for counsel drafting multiple-member LLC operating agreements to focus attention on whether, and if so the circumstances under which, a member may transfer its membership interest, including economic and voting rights, to another existing member with or without the other members’ consent. Learn more about this important case law development in this week’s New York Business Divorce.
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Continue Reading Avoiding the Pain of Achaian, or How Not to Draft LLC Membership Transfer Provisions

Is the statutory remedy of judicial dissolution available when shareholders fail to implement a prior agreement for a voluntary winding up and dissolution? Nassau County Justice Stephen A. Bucaria answers the question in Matter of Toledano (Home Tower Group, Inc.), featured in this week’s New York Business Divorce.
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Continue Reading Deadlock Over Voluntary Dissolution Agreement Leads to Involuntary Judicial Dissolution

This week’s New York Business Divorce offers some “summer shorts” consisting of summaries of three recent decisions of interest including two by Justice Carolyn E. Demarest and a split decision by the Appellate Division, First Department.
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Continue Reading Summer Shorts: Stock Sale Under Duress and Other Recent Decisions of Interest

Under the Business Corporation Law, must a court-appointed receiver sell at public auction realty owned by a dissolved corporation, or may the receiver offer the property in a privately negotiated sale? That’s the question presented in Matter of Darvish decided this month by Manhattan Commercial Division Justice Melvin Schweitzer. It’s in this week’s New York Business Divorce.
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Continue Reading Liquidation of Real Estate Holding Company: Public Auction or Private Sale?