Dissolution Basics

Subscribe to Dissolution Basics via RSS

The Appellate Division’s landmark ruling in the 1545 Ocean Avenue case sharply demarcated the different statutes and different grounds available for judicial dissolution of LLCs and closely held corporations. So why, in a recent trial court decision, did the court grant judicial dissolution of an LLC under both the LLC Law and the Business Corporation Law? This week’s New York Business Divorce explains. …
Continue Reading Did Anyone Tell the Judge the Business Corporation Law Doesn’t Apply to LLC Dissolution?

Justice Emily Pines’ decision last month in Matter of Bianchi, dismissing for lack of subject matter jurisdiction a petition to dissolve a New York-based Delaware corporation, raises anew the conflicting decisions on the issue among New York’s several Appellate Divisions. This week’s New York Business Divorce has the story.
Continue Reading The Conflict Continues Over Judicial Dissolution of Foreign Corporations

Rules of procedure can be a minefield for any litigation, including judicial dissolution proceedings. This week’s New York Business Divorce features a compilation of 10 of the most common procedural mistakes in business divorce cases. …
Continue Reading 10 Ways to Screw Up Your Business Divorce Case

This week’s New York Business Divorce offers some “summer shorts” consisting of summaries of three recent decisions of interest by Justices Orin Kitzes, Stephen Bucaria and Ellen Coin featuring involving exclusion of a minority LLC member seeking dissolution, a request for injunctive relief pending the trial of a corporate dissolution case, and a cmplaint seeking profit share following the revocation of an LLC membership purchase agreement.
Continue Reading Summer Shorts: The Excluded LLC Member and Other Decisions of Interest

This week’s New York Business Divorce, highlighting a recent appellate ruling in Born to Build, LLC v. 1141 Realty, LLC, tells an unusual tale about an ultimately unsuccessful effort to dissolve a limited liability company by someone who claimed to have acquired through judgment enforcement proceedings a debtor’s undocumented membership interest in the LLC. …
Continue Reading For Sale: Undocumented LLC Membership Interest. Cheap.

In 1986, the legislature amended the statutory buy-out provision in judicial dissolution proceedings to make it harder to revoke an election to purchase. This week’s New York Business Divorce highlights a recent decision by Justice Stephen Bucaria in Matter of Gold, where the court was asked to revoke an election to purchase after the petitioner’s stock interest was valued. …
Continue Reading Revoking the Buy-Out Election: It Ain’t Easy

Dueling corporate dissolution petitions? The petitioner demanding that he be allowed to buy out the respondent? Sounds odd, but that’s what happened in Matter of Carson, decided last week by the Appellate Division, Third Department, and featured in this week’s New York Business Divorce.
…
Continue Reading The Case of the Dueling Dissolution Petitions: Who Can Buy Out Whom?