Dissolution Basics

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In this week’s New York Business Divorce, companion appellate decisions issued last week in the long running Kassab v Kasab litigation emphasize the fundamental legal differences between corporate and LLC dissolution, with allegations of majority “oppression” sufficient to grant dissolution in one case, but so insufficient as to require pre-answer dismissal in the other.…
Continue Reading To Dissolve or Not to Dissolve, that is the Question. The Answer is Both.

Not all misconduct by majority shareholders is worthy of dissolution or a compelled buy-out. The Court’s broad power under BCL 1104-a to craft appropriate remedies also includes the power to award money damages, and dissolution may not be appropriate where the alleged shareholder oppression was a discrete, one-time transaction.…
Continue Reading Court Rejects Oppressed Shareholder’s Bid for Dissolution or Buy-Out, Finds Money Damages Sufficient

In this week’s New York Business Divorce, we consider a remarkably thoughtful opinion by Commercial Division Justice Jennifer G. Schecter containing some noteworthy hints about the future of LLC dissolution claims in light of the coronavirus pandemic and its catastrophic economic impact on New York closely-held businesses.…
Continue Reading Will the Pandemic Be a Boon for Future LLC Dissolution Claimants?

Can a shareholder petitioning for dissolution under Section 1104-a of the Business Corporation Law rely upon the “surcharge” provision of the statute to sue a non-shareholder, director, or officer for corporate misappropriation as an end-run around legal obstacles to an otherwise viable substative cause of action? We tackle that issue in this week’s New York Business Divorce.…
Continue Reading Who Is a “Control” Person for Purposes of the Dissolution Statute’s Surcharge Provision?

Under what circumstances, if at all, does resignation of one member of a two-member board of directors eliminate “deadlock” and “internal dissention” as an available grounds for corporate judicial dissolution? In this week’s New York Business Divorce, we consider a recent ruling by Justice Andrea Masley on that important question.…
Continue Reading Resignation: Antidote for Internal Dissention and Deadlock?

In this week’s New York Business Divorce, a tip of the hat to retiring Justices Eileen Bransten and Charles E. Ramos with a look back at some of their more memorable business divorce rulings.…
Continue Reading A Fond Adieu to Two Giants of the Manhattan Commercial Division Bench