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?
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.
Continue Reading Limo Company Shareholders Can’t Hitch a Ride in Derivative Litigation
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?
In this week’s New York Business Divorce, read about an exceptionally rare find: a bifurcated jury trial in a business divorce dispute.
Continue Reading Rare as a Dodo: Bifurcation in Business Divorce Trials
In this week’s New York Business Divorce, we consider a first-in-a-generation appeals court decision affirming a lower court’s removal of a corporate officer “for cause.”
Continue Reading The Flexible “For Cause” Standard for Director and Officer Removal
More than any other entity, Limited Liability Companies are most prone to informal, ambiguous deals among their owners, which become a font for litigation down the road. 2024 begins with a federal trial over an ambiguous, oral agreement.
Continue Reading Ambiguous Agreement, Clear Consequences
In this week’s New York Business Divorce, read about the potent convergence in a recent decision of two common-law fiduciary duty principles: the corporate opportunity and faithless servant doctrines.
Continue Reading A Potent Combo: Misappropriation of Corporate Opportunity Meets Faithless Servant
In this week’s New York Business Divorce, read about the principle of election of remedies for claims of fraud and the painful lesson a defrauded LLC investor learned when she elected to proceed to trial on the remedy of equitable rescission, only to learn that money damages might have available against the defendant she sued, but rescission was not.
Continue Reading Damages or Rescission? When Electing Fraud Remedies Choose Wisely
Can a shareholder use the implied covenant of good faith and fair dealing inherent in the corporation’s shareholders agreement to plead what otherwise would be derivative claims as direct ones? Find out in this week’s post.
Continue Reading Derivative into Direct and Waived into Preserved: The Transformative Power of the Implied Covenant of Good Faith and Fair Dealing
This week’s New York Business Divorce revisits the Eastland Food v Mekhaya case, focusing on last month’s Maryland Supreme Court’s split decision on whether the minority shareholder has a direct claim for breach of fiduciary duty based on alleged disguised distributions taken by the controlling shareholders.
Continue Reading Eastland Redux: Do Close Corporation Shareholders Have a Direct Claim Against Directors For Taking Disguised Distributions?