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

Matthew Donovan takes the helm in this week’s New York Business Divorce, writing about a recent Delaware Chancery Court decision finding that certain, shall we say, unusual behavior by a New York-based company’s co-founder, president and director breached fiduciary duty.
Continue Reading Throwing Grenades and Casting Plagues Upon Your Fellow Directors: A Lesson in Fiduciary (Ir)responsibility

Intellectual property rights are the lifeblood of many a closely held business entity. This week’s New York Business Divorce looks at three recent decisions involving disputes among business co-owners over the ownership and exploitation of critical IP assets.
Continue Reading IP Disputes Among Private Business Co-Owners Dominate Three Recent Cases

Derivative actions brought by LLC members take the spotlight for the second week in a row, this time featuring a pair of noteworthy decisions involving Delaware and Nevada LLCs in which the defendants argued that the plaintiff’s right to sue derivatively was waived by the operating agreement. Learn more in this week’s New York Business Divorce.
Continue Reading Can LLC Agreement Waive Right to Sue Derivatively? Not in These Two Cases