The barriers to a federal court forum in corporate dissolution cases is high indeed, as the litigants learned in the case examined in this week’s New York Business Divorce.
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Federal Court No Mecca for Business Divorce Litigants
Withdraw a Dissolution Claim? Not So Fast
This week’s New York Business Divorce authored by Frank McRoberts focuses on a relatively rare issue decided by Albany Commercial Division Justice Richard Platkin involving a dissolution petitioner’s request for permission to withdraw the dissolution claim in order to defeat the majority’s buy-out election.
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Court of Appeals to Decide Controversial Partnership Dissolution Case
New York’s highest court last week agreed to hear an appeal in a case that raises important issues concerning wrongful dissolution, damages, and valuation discounts under New York’s partnership law. Learn more in this week’s New York Business Divorce.
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Announcing Must-Have Treatise on Business Divorce Litigation
If you are or aspire to be a business divorce lawyer, you’ll want to read in this week’s New York Business Divorce my review of a newly published treatise called Litigating The Business Divorce, after which you’ll want to order a copy.
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Once Opened, The Door to Judicial Dissolution and Buy-Out Is Hard to Close
The lesson of the case highlighted in this week’s New York Business Divorce is simple: Don’t file for dissolution under the shareholder oppression and looting statute unless you’re prepared for the opposing shareholders to elect to purchase your shares for fair value, because you may not be able to walk it back.
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The Elusive Surcharge in Dissolution Proceedings
New York’s statutes authorizing a judicial dissolution petition by oppressed minority shareholders, and granting respondents a corresponding right to elect to purchase the petitioner’s shares, include a provision for a “surcharge” upon controlling shareholders for wrongful dissipation or transfer of corporate assets. It’s a rarely litigated provision, as evidenced by a court decision last month which may be the first ever reported case in which a surcharge claim was upheld. Learn more in this week’s New York Business Divorce.
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How Not to Oppose a Dissolution Petition
The respondents in a case recently decided by Justice Kim Dollard learned the hard way that opposing a corporate dissolution petition requires more than an attorney affirmation or attorney-verified answer. Learn more in this week’s New York Business Divorce.
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Less Drastic Measures: Maryland Case Highlights Non-Dissolution Remedies for Oppressed Minority Shareholders
A recent decision by Maryland’s highest court addresses the intersection of minority shareholder rights under the “oppression” statute and the at-will employment doctrine, including a thoughtful discussion of less drastic, alternative remedies to dissolution when oppression is established. Learn more in this week’s New York Business Divorce.
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Surviving a Motion to Dismiss in LLC Dissolution Cases
Surviving a dismissal motion in LLC dissolution cases can be affected by the form of the suit, i.e., whether brought as a special proceeding or as a plenary action. Find out more, and see how a dismissal motion played out in a recent decision by Manhattan Justice Ellen Coin, in this week’s New York Business Divorce.
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Delaware Chancery Court Endorses Equitable Dissolution of LLC
Equitable dissolution of LLCs may not sound familiar to business divorce mavens, but that could change after last week’s decision by Vice Chancellor Laster of the Delaware Chancery Court in a case involving the Tom James custom apparel company. Read more in this week’s New York Business Divorce.
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