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
In a first impression ruling, the Second Circuit U.S. Court of Appeals upheld an LLC member’s derivative right to defend litigation brought against the LLC by one of its other members. Read about it in this week’s New York Business Divorce.
Continue Reading Court Grants 50% LLC Member Derivative Right to Defend Action Brought by Other 50% Member’s Solely Owned Company
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
May the executor of a deceased LLC member’s estate sue derivatively on behalf of the LLC? Find out in this week’s New York Business Divorce.
Continue Reading Operating Agreement Dooms Derivative Claims by Deceased LLC Member’s Estate
Last year, in Pokoik v Norsel Realties, the trial court cited the plaintiff’s “litigious nature” and personal animus in dismissing his derivative claims based on conflict of interest. You’ll be interested to learn in this week’s New York Business Divorce that an appellate panel last week reversed the decision and reinstated the claims based on its finding that the parties’ relationship was not “especially acrimonious.”
Continue Reading Appeals Court Reinstates Derivative Claims Dismissed for Conflict of Interest Where Parties’ Relationship Not “Especially Acrimonious”
In less than a decade the LLC “equitable buyout” doctrine went from non-existent to settled law in New York. How did it happen? What happens next? Read on in this week’s New York Business Divorce.
Continue Reading The LLC Equitable Buyout: Past, Present, Future