Business divorce lawsuits often come in pairs (or trios), making preclusionary principles like estoppel a recurring phenomenon. In this week’s New York Business Divorce, we consider an appeals court’s recent take on three competing estoppel doctrines arising from the same law firm limited liability partnership breakup.
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Dissolution Basics
An Extreme Case of Petitioner’s Remorse
By Franklin C. McRoberts on
In this week’s New York Business Divorce, read about the hurdles one can face when attempting to change course after suing for, or stipulating to, dissolution. The lesson: when suing for dissolution, be prepared to see it through to the bitter end. …
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Court Rejects Oppressed Shareholder’s Bid for Dissolution or Buy-Out, Finds Money Damages Sufficient
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.
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Will the Pandemic Be a Boon for Future LLC Dissolution Claimants?
By Franklin C. McRoberts on
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.
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Who Is a “Control” Person for Purposes of the Dissolution Statute’s Surcharge Provision?
By Franklin C. McRoberts on
Posted in Dissolution Basics, Surcharge
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.
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Resignation: Antidote for Internal Dissention and Deadlock?
By Franklin C. McRoberts on
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.
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How Not to Start a Corporate Dissolution Proceeding
By Franklin C. McRoberts on
Posted in Dissolution Basics, Dissolution Procedure
In this week’s New York Business Divorce, a would-be dissolution petitioner just could not catch a break in a series of procedural losses emanating out of Bronx County Supreme Court. …
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Can an Arbitrator Order Extra-Judicial Dissolution?
By Franklin C. McRoberts on
Posted in Dissolution Basics, Dissolution Procedure
In this week’s New York Business Divorce, we consider the important but rarely litigated question of whether an arbitrator has the power to extra-judicially dissolve a New York business entity.
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A Fond Adieu to Two Giants of the Manhattan Commercial Division Bench
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.
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A Deep Dive Into the Election to Purchase in Dissolution Proceedings
By Peter A. Mahler on
Posted in Buyout, Dissolution Basics
This week’s New York Business Divorce takes a close look at the issues surrounding the statutory right of the corporation and other shareholders to stay dissolution proceedings by electing to purchase the petitioner’s shares at fair value. …
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