The order to show cause is a critical document drafted by the petitioner’s counsel for signature by the judge when initiating a corporate dissolution proceeding. This week’s New York Business Divorce offers a drafting primer using some illustrative forms.
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Attention All Would-Be Corporate Dissolution Petitioners: Notice Pleading Doesn’t Cut It. You Need to Allege Facts. Lots of Them.
Unlike regular lawsuits that can be initiated with a notice pleading, a petition for involuntary corporate dissolution must contain detailed factual allegations supported by any available documentary evidence to establish the requisite grounds, be they oppressive action, fraud, waste and looting, or deadlock. A recent decision by Nassau County Commercial Division Justice Timothy S. Driscoll in Matter of Comparato illustrates the dire consequences of a petition that relies solely on conclusory allegations of misconduct. It’s in this week’s New York Business Divorce.
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Top 10 Business Divorce Cases of 2010
It’s the third anniversary of New York Business Divorce, and what better way to celebrate the occasion, and the New Year, than a look back at 2010’s top-ten business divorce cases.
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Larry Ribstein on the Evolution of the Closely Held Firm and Judicial Dissolution Remedies
Professor Larry Ribstein recently published a highly informative paper called “Close Corporation Remedies and the Evolution of the Closely Held Firm” in which he relates the judicial dissolution remedy to the evolution of small business firms from partnerships to close corporations to the modern limited liability company. It’s essential reading for business divorce practitioners, and it’s in this week’s New York Business Divorce.
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A Few Dissolution Case Tidbits
It’s summertime, the livin’ is easy and the fare is lighter in this week’s New York Business Divorce featuring short summaries of a few decisions on diverse issues in shareholder disputes decided by Nassau County Justice Stephen Bucaria and Manhattan Justices Jane Solomon and Debra James.
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Court Addresses Necessary Party, Res Judicata Issues in Shareholder Oppression Case Pitting Uncle Against Nephews
Must a corporate dissolution petition name all shareholders as respondents? Does the dismissal of a shareholder’s prior lawsuit asserting derivative and employment-based claims preclude his seeking relief as an oppressed minority shareholder? These are the questions answered in a recent decision by Justice Orin Kitzes in Matter of Adelstein (Finest Foods Distributing Co.), featured in this week’s New York Business Divorce.
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NY Business Divorce Adds Case Alerts via Twitter
There’s a new twitter module in the sidebar of this blog. The module displays my most recent tweets and provides a link for anyone who’d like to follow me. My tweets will be devoted primarily to short descriptions of, and links to, newly released court decisions of interest to business lawyers and other professionals.
For some time I’ve been following the twitter phenomenon from afar, with a special
Court Orders Hearing On Minority Shareholder’s Petition for Common Law Dissolution
Common law dissolution is something of a remedy of last resort for the oppressed minority shareholder who does not hold the requisite 20% of the corporation’s voting shares to bring a dissolution proceeding under BCL Section 1104-a. This week’s New York Business Divorce highlights a recent decision by Queens County Commercial Division Justice Orin Kitzes ordering a hearing to determine a common law dissolution petition brought by 15% shareholders of a restaurant business.
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Winning the Dissolution Battle, Losing the War
When a claim for judicial dissolution is denied or otherwise drops out of the case, that doesn’t necessarily mean the case is over. This week’s New York Business Divorce discusses two recent decisions by Justices Patricia Satterfield and Shirley Werner Kornreich in which the side opposing dissolution prevailed but left unresolved other claims addressing the parties’ underlying differences.
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Disputed Allegations of Shareholder Oppression Require Evidentiary Hearing
The necessity of an evidentiary hearing is a threshold issue in corporate dissolution proceedings. A recent decision by Suffolk County Commercial Division Justice Emily Pines serves up a good illustration of how courts approach the issue. Read more in this week’s New York Business Divorce.
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