Dissolution Basics

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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.
Continue Reading Once Opened, The Door to Judicial Dissolution and Buy-Out Is Hard to Close

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. …
Continue Reading The Elusive Surcharge in Dissolution Proceedings

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. …
Continue Reading Less Drastic Measures: Maryland Case Highlights Non-Dissolution Remedies for Oppressed Minority Shareholders

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.
Continue Reading Surviving a Motion to Dismiss in LLC Dissolution Cases

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. …
Continue Reading Delaware Chancery Court Endorses Equitable Dissolution of LLC

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. …
Continue Reading Dissolution Battle Over Heavily Indebted Business Yields $1 Buy-Outs

Over the last year or so Nassau County Commercial Division Justice Stephen Bucaria has issued a series of decisions in disputes among co-owners of close corporations and LLCs applying the ancient rule of partnership law prohibiting courts from adjudicating such disputes except when dissolution or a final accounting is sought. Learn more about this intriguing development in this week’s New York Business Divorce. …
Continue Reading Squabbling Partners with Piecemeal Adjudications Need Not Apply

A recent decision by Justice Vito DeStefano highlights the choices to be made by a 50% shareholder when choosing the statutory basis for dissolution, and the effect the choice has on available remedies. The case is featured in this week’s New York Business Divorce.
Continue Reading Choose the Right Dissolution Statute for the Right Remedy