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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Dissolution Basics
Announcing Must-Have Treatise on Business Divorce Litigation
By Peter Mahler on
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
By Peter Mahler on
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
By Peter Mahler on
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
By Peter Mahler on
Posted in Dissolution Basics, Dissolution Procedure
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
By Peter Mahler on
Posted in Dissolution Basics, Grounds for Dissolution
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
By Peter Mahler on
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
By Peter Mahler on
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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Take the 50% Shareholder/Dissolution Pop Quiz!
By Peter Mahler on
Think you know the rules governing a 50% shareholder’s standing to seek statutory and common-law judicial dissolution of a closely held corporation? Test yourself with a pop quiz in this week’s New York Business Divorce.…
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Dissolution Battle Over Heavily Indebted Business Yields $1 Buy-Outs
By Peter Mahler on
Call it the case of the underwater watering hole. This week’s New York Business Divorce looks at a recent post-trial decision by Justice Carolyn Demarest ordering $1 buy-outs of the petitioners’ shares in a debt-laden business that operates a neighborhood bar. …
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