In this week’s New York Business Divorce, read about a multi-year litigation odyssey culminating in the statute-of-limitations dismissal of a claim for misappropriation of an alleged corporate opportunity to own land based upon the date of execution of the contract of sale rather than the closing of the real estate purchase.
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Dissolution Basics
Dueling Dissolution Petitions Beget Dissolution Without Consideration of Alternate Remedies


Can two contested dissolution petitions—one by each 50% shareholder based on the other’s alleged misconduct—yield a shortcut to uncontested dissolution? See what the Second Department has to say in this week’s post.
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Potential Creditor Drags Corporation in Stalled Dissolution Proceeding into Receivership


Creditors take note: New York’s Business Corporation Law gives creditors a path to intervene in a contested dissolution proceeding.
See that path at work in this week’s post. …
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Disputes Abound When Law Firms Dissolve

How does one value a law firm’s caseload at dissolution? The litigation over the dissolution of Brown Chiari LLP has already made its mark on business divorce jurisprudence. As it approaches its sixth birthday, the case continues to deliver, with Erie County Commercial Division Justice Timothy J. Walker recently authoring two notable decisions concerning a partner’s interest in the firm’s substantial caseload at the time of its dissolution.
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Gordon Ramsay’s The Fat Cow: Dishing Up Damages and Dissolution

They say revenge is a dish best served cold. In this week’s New York Business Divorce, celebrity chef Gordon Ramsay serves his former business partner a cold dish in the form of a large post-trial judgment in a case seeking dissolution and derivative damages on behalf of two out-of-state entities formed to operate defunct Ramsay restaurant “The Fat Cow.”…
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The Evidenceless Petition to Dissolve
In this week’s New York Business Divorce, learn the tough lesson for the dissolution petitioner who states sufficient grounds to dissolve but fails to prove it with evidence accompanying the petition.
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A New Stile: First Department Shakes Up the Shareholder Oppression Claim

A recent First Department decision recognizing a cause of action for shareholder oppression raises big questions in the area of minority shareholders’ rights.
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The Doctrine of Tax Estoppel in Ownership Status Disputes

In this week’s New York Business Divorce, read about the history and development of the doctrine of tax estoppel, including two strands of competing case law emanating from a pair of New York State Court of Appeals decisions reaching opposite conclusions about the extent to which one may prove ownership status in a closely-held business based upon estoppel.
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Swing and a Miss: Unopposed LLC Dissolution Claim Denied

In this week’s New York Business Divorce, a would-be LLC dissolution plaintiff goes down swinging on an unanswered complaint within an unopposed motion for a default judgment, just the latest example of New York courts closely scrutinizing the merits of LLC dissolution claims at the pleadings stage.
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Common-Law and Equitable LLC Dissolution: Going, Going, . . .

A hot topic of late, the viability in New York of common-law dissolution of limited liability companies is cast into doubt by a new decision, the third in a series from Brooklyn Commercial Division Justice Leon Ruchelsman. Read about it, and where the case law may go from here, in this week’s New York Business Divorce.
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