Derivative Actions

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The LLC majority members in Bonanni v. Horizons Investors Corp., were ordered to pay the piper in a post-trial decision earlier this month by Justice Elizabeth Emerson in a 10-year old case, finding that they had converted the plaintiff’s minority membership interest. It’s in this week’s New York Business Divorce. …
Continue Reading A Decade Later, LLC’s Majority Members Pay The Price For Converting Minority Member’s Interest

This week’s New York Business Divorce highlights a recent decision by Justice Richard Platkin in a case involving a fractured family-owned business where the deaths of two shareholders before and during litigation triggered a consequential change in control. …
Continue Reading Death of a Shareholder

A 2-against-1 battle between sibling co-owners of a third-generation family business leads to an interesting decision by Justice Duane Hart concerning a disputed stock buyback, highlighted in this week’s New York Business Divorce. …
Continue Reading Court Rejects Majority’s Gambit to Compel Buyback of Shares in Family-Owned Business

A very interesting decision earlier this month by Justice Eileen Bransten in Doppelt v. Smith addressed whether a minority limited partner’s right to seek judicial dissolution was preempted by the partnership agreement’s provision authorizing dissolution upon the consent of a majority of the limited partnership interests. Read more in this week’s New York Business Divorce. …
Continue Reading Court Enforces Waiver of Limited Partner’s Right to Seek Judicial Dissolution — Or Did It?

A shareholder dispute spanning seven years of litigation in New York and Delaware came to an end last week with the latter state’s highest court’s refusal to rehear the case. This week’s New York Business Divorce highlights two of the many issues raised along the way: whether Delaware law recognizes a common-law claim for minority shareholder oppression, and the validity of a reverse stock split and cash-out of the minority shareholder that deprived her of standing to pursue derivative claims. …
Continue Reading Business Divorce Case Reaches End of Long and Winding Road

Once in a while, a case comes along to remind us to think twice before getting involved in expensive litigation between business partners over a defunct, insolvent company. Mazel Capital v. Laifer, recently decided by Justice Shirley Werner Kornreich is such a case. It’s in this week’s New York Business Divorce. …
Continue Reading Business Partners Fighting Over the Company’s Corpse

Last week’s decision by a Manhattan appellate panel in Barone v. Sowers reaffirms its holding two years ago in Doyle v. Icon, LLC that a minority member of an LLC cannot solely rely on allegations of oppression by the majority member to survive a pretrial motion for dismissal of a dissolution claim. Learn more in this week’s New York Business Divorce.
Continue Reading Oppression Claims Don’t Cut It in LLC Dissolution Cases

This week’s New York Business Divorce travels upstate, to Buffalo, where a most interesting dispute between 50/50 members of a realty company has played out in litigation before Justice Timothy Walker, focusing on the rights of the non-managing member to bring a derivative summary eviction proceeding against the LLC’s sole tenant. …
Continue Reading Not Your Father’s Derivative Action

On the heels of the Zelouf and AriZona Iced Tea cases, this week’s New York Business Divorce highlights yet another interesting fair value contest, decided by Justice Carolyn Demarest, involving a battle of forensic accounting and valuation experts over the alleged skimming of millions in cash receipts at a restaurant. …
Continue Reading Restaurant’s Cash-Skimming Majority Owners Forced to Buy Out Minority Shareholder or Face Dissolution