This week’s New York Business Divorce, authored by Peter J. Sluka, looks at a first-impression decision by the Delaware Chancery Court in which the court characterized a shareholder buy-out provision as a call option, with consequences for the company’s attempt to revoke its initiation of the buy-out.
Continue Reading Consider Whether Your Buy-Sell Provision is a Call Option Before Pulling the Trigger

A ministerial failure to replace the registered agent of a Delaware LLC ultimately started a chain of events leading to the dismissal last month by a New York appellate court of a direct action by the LLC against its former managers. Get the full story in this week’s New York Business Divorce.
Continue Reading Unauthorized Certificate of Revival Dooms Delaware LLC’s Claims Against Former Managing Members

In its ruling last week in Carr v Global Payments Inc., the Delaware Court of Chancery had to decide whether to reverse its prior order requiring advancement of a former corporate officer’s litigation expenses after the company subsequently amended its complaint in the underlying suit for the precise purpose of avoiding advancement. Find out what happened in this week’s New York Business Divorce.
Continue Reading Advance! Amend! Retreat!

Does a New York court have jurisdiction over suits involving foreign entities in which the plaintiff seeks forced sale of assets or forced buy/sell? Get the answer in this week’s New York Business Divorce.
Continue Reading Court Blocks “End Run” Around Bar to Subject Matter Jurisdiction in Suit to Dissolve Foreign LLC

Shareholder derivative actions pose unique pleading challenges designed by statute to preserve management’s role in deciding the company’s business affairs. This week’s New York Business Divorce highlights a pair of recent appellate rulings dismissing derivative actions for failure to plead demand futility with sufficient particularity.
Continue Reading The Demanding Demand Requirement in Shareholder Derivative Actions

Is a former director and officer entitled to advancement of legal fees incurred in the defense of legal claims asserted against her by the corporation? That was the question decided by VC Glasscock of the Delaware Chancery Court in a case where the corporate charter’s indemnification and advancement provisions were not a model of clarity.
Continue Reading Ambiguous Advancement Provision Favors Former Officer and Director