When cash never hits the books, can an accounting still deliver meaningful relief? A recent decision offers answers—and warnings.
Continue Reading Can an Equitable Accounting Find the Missing Cash?
Can an Equitable Accounting Find the Missing Cash?
Seller Beware: The “Exclusive” Fair Value Appraisal Remedy Really is Exclusive
How exclusive is the “exclusive” fair value appraisal remedy of Business Corporation Law § 623? So exclusive, according to the Second Department, that the statute bars a shareholder who consented to an asset sale from suing the other shareholder for making off with the sale proceeds after the closing. Let’s unpack this harsh result in this week’s New York Business Divorce.
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Court of Appeals Again Bolsters Internal Affairs Doctrine, This Time Clipping Derivative Suits Brought on Behalf of Foreign Corporations
What must a shareholder show to maintain a derivative action on behalf of a foreign corporation doing business in New York? This week’s post unpacks the Court of Appeals’ emphatic reaffirmation of the internal affairs doctrine.
A Tardy Plaintiff’s Best Friend: The Open Repudiation Doctrine
Pre-answer motions to dismiss for untimeliness are exceptionally common in business divorce litigation. Statute of limitations analysis can be deceptively simple in theory, but elusively difficult in practice, even for veteran judges. Identifying the applicable statute of limitations is just one of three steps a court must perform as part of its decision making process:
- What’s the applicable statute of limitations?
- What’s the accrual date of the claim?
- Are there any applicable tolls or equitable exceptions?
A recent decision from the Albany-based Appellate Division – Third Department, Lambos v Karabinis (___ AD3d ___, 2025 NY Slip Op 03367 [3d Dept June 5, 2025]), is a reminder to business divorce litigants – on either side of the v. – not to overlook that crucial third step in the statute of limitations analysis, which can rescue complaints from pre-answer dismissal even if they allege misconduct from decades earlier.Continue Reading A Tardy Plaintiff’s Best Friend: The Open Repudiation Doctrine
LLC Member States Direct Claims Arising from Machiavellian Manager’s Tactical Bankruptcy Petition
The subject of this week’s post has it all: cinematic threats, emergency court orders, changed locks, an intentional foreclosure, a tactical bankruptcy filing, and a trip to the Second Circuit Court of Appeals. The resulting opinion is equally satisfying.
Continue Reading LLC Member States Direct Claims Arising from Machiavellian Manager’s Tactical Bankruptcy Petition
Winter Case Notes: Nice Try, But the Agreements Say What They Say
This week’s New York Business Divorce presents the 2025 Winter Case Notes, where we highlight a few recent decisions of interest featuring strict adherence to statutory language and the parties’ governing agreements.
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Affiliated Entities, Conflicting Duties, and the Business Judgment Rule
A recent case from New York County caps a decade-long litigation saga and offers helpful guidance on when the business judgment rule applies to pocket-to-pocket transactions with common ownership on both sides.
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Breach of Fiduciary Duty: A More “Lenient Standard” for Damages?
A torturously prolonged, 28-year litigation culminates in an important appellate decision affording plaintiffs suing for breach of fiduciary duty a more “lenient standard” for proving damages. Will other appeals courts do the same? Read about it in this week’s New York Business Divorce.
Continue Reading Breach of Fiduciary Duty: A More “Lenient Standard” for Damages?
Limo Company Shareholders Can’t Hitch a Ride in Derivative Litigation
In this week’s New York Business Divorce, read about the intervention rules and some of the challenges they pose for closely-held business owners hoping to intervene in derivative litigation.
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Two Cases. Two Mammoth Fee Awards. Coup de Grâce or Pyrrhic Victory?
In this week’s New York Business Divorce, read about the grand finale conclusion of two important cases previously featured on this blog, with massive affirmed attorneys’ fee awards in both, one by statute, one by contract.
Continue Reading Two Cases. Two Mammoth Fee Awards. Coup de Grâce or Pyrrhic Victory?