Derivative Actions

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Dissension between members of a family-owned business can present especially difficult issues when litigation erupts. This week’s New York Business Divorce highlights recent decisions by Justices Timothy Driscoll (Nassau County), Emily Pines (Suffolk County) and Deborah Kaplan (Manhattan) involving dissolution and related claims among warring family members.
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Continue Reading A Toxic Mix of Family and Business

A recent decision by Kings County Justice Carolyn Demarest ordered disqualification of plaintiffs’ lawyer in litigation among co-owners of a limited liability company, finding a non-waivable conflict of interest between two groups of complaining members. Learn more in this week’s New York Business Divorce.
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Continue Reading “Beauty Bar” Case Highlights Conflicted Legal Representation in Dispute Among LLC Members

This week’s New York Business Divorce offers some “summer shorts” consisting of summaries of three recent decisions of interest including two by Justice Carolyn E. Demarest and a split decision by the Appellate Division, First Department.
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Continue Reading Summer Shorts: Stock Sale Under Duress and Other Recent Decisions of Interest

Two notable decisions handed down the same day last week by the Appellate Division, First Department, address claims against managers of Delaware LLCs for breach of fiduciary duty. The plaintiffs scored in one and struck out in the other. It’s in this week’s New York Business Divorce.
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Continue Reading One Hit, One Miss: NY Courts Decide Fiduciary Duties of Delaware LLC Managers

Better late than never, at least sometimes, is the common theme of the cases highlighted in this week’s New York Business Divorce. The cases examined include one shareholder’s effort to challenge the disposition of company assets 13 years after its dissolution and, in another case, an attempt to annul a default judgment of dissolution almost three years later.
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Continue Reading It Aint Over ’til It’s Over: Courts Decide Post-Dissolution Controversies

This week’s New York Business Divorce features an interesting decision by Commercial Division Justice Emily Pines in Nastasi v. Carlino, where she sent both sides home empty handed in a bitter shareholder dispute with misconduct on both sides.
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Continue Reading Court Sends Everyone Home Empty Handed in Bitter Business Breakup

A recent decision by Commercial Division Justice Bernard Fried addresses an interesting issue concerning demand requirements for derivative actions involving manager-managed LLCs. Learn more in this week’s New York Business Divorce.
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Continue Reading May Majority Member of Managerless Manager-Managed LLC Maintain Derivative Action?

When the court appoints a receiver in a corporate dissolution proceeding, must a shareholder who thereafter seeks to bring a derivative action on the corporation’s behalf make a formal demand upon the receiver before filing the action? A recent decision by Nassau County Commercial Division Justice Timothy S. Driscoll, covered in this week’s New York Business Divorce, gives the answer.
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Continue Reading Court Requires Demand Upon Receiver for Derivative Action in Dissolution Case

In a first impression decision handed down last month in Matter of Deblinger, Justice Stephen A. Bucaria upheld the court’s power to compel a respondent shareholder in a dissolution case to present a derivative claim against the petitioner-director. Catch it in this week’s New York Business Divorce.
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Continue Reading Can Court Compel Shareholder to Present Claim in Dissolution Proceeding?

Ex-convict Chip Watkins likely thought he’d paid his debt to society when he completed his jail sentence. As it turned out, however, Watkins short-changed society by failing to disclose to the authorities his claimed $600,000 investment in a closely held real estate company. In this week’s New York Business Divorce, find out how Watkin’s omission dashed his hopes of recovery in a shareholder derivative action recently dismissed by Justice Emily Pines.
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Continue Reading Judicial Estoppel Doctrine Defeats Ex-Convict’s Standing to Bring Shareholder Derivative Action Based on Failure to Disclose Alleged Stock Interest to Probation Authorities at Time of Sentencing