In this week’s New York Business Divorce, we consider a remarkably thoughtful opinion by Commercial Division Justice Jennifer G. Schecter containing some noteworthy hints about the future of LLC dissolution claims in light of the coronavirus pandemic and its catastrophic economic impact on New York closely-held businesses.
Continue Reading Will the Pandemic Be a Boon for Future LLC Dissolution Claimants?
In this week’s New York Business Divorce, we consider a thoughtful decision from Manhattan Commercial Division Justice Andrea J. Masley about the rules for pleading pre-suit demand or demand futility upon a “liquidator” appointed to wind up the affairs of the corporation, including the rarely-litigated concept that allegations of pre-suit demand or demand futility can potentially “relate back” to a prior pleading that is “validly in litigation.”
Continue Reading The Pre-Suit Demand Requirement for a Corporation in Liquidation or Receivership
This week’s New York Business Divorce offers its annual Winter Case Notes with synopses of five noteworthy decisions by courts in New York, Colorado, and Delaware.
Continue Reading Winter Case Notes: Time-Barred Dissolution Petition and Other Decisions of Interest
This week’s New York Business Divorce features an interesting decision holding that personal representatives of an estate lack standing to maintain a derivative action on behalf of a limited partnership, commenced by the decedent while alive.
Continue Reading Death of Limited Partner Disarms Derivative Action
Shapiro v Ettenson, known as the case that made it extra dangerous for minority members of New York LLCs without written operating agreements, reappears in this week’s New York Business Divorce on the occasion of a recent decision concerning member expulsion.
Continue Reading The Curious Case of the Expelled LLC Member Bound by Operating Agreement He Never Signed
In this week’s New York Business Divorce, we consider an interesting question raised by the occasional overlap of two niche areas of law practice: the jurisdictional power of New York’s probate courts to resolve business divorce disputes.
Continue Reading Business Divorce in the Surrogate’s Court
In this week’s New York Business Divorce, read about two bitterly antagonistic brother/co-owners making their second appearance on this blog, this time in a juicy decision following a full-blown trial on the merits.
Continue Reading The Brothers Cortazar Wage War Once Again
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
Are stock appraisals done for estate tax purposes discoverable in stock valuation proceedings or other types of shareholder disputes involving the shares of a deceased stockholder or of someone who inherits shares from the estate? A recent appellate decision on the topic is the springboard for this week’s post.
Continue Reading Disclosure of Estate Tax Stock Appraisals in Shareholder Disputes
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