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.
Continue Reading Court Rejects Oppressed Shareholder’s Bid for Dissolution or Buy-Out, Finds Money Damages Sufficient

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.
Continue Reading Resignation: Antidote for Internal Dissention and Deadlock?

Courtesy of a recent decision by Brooklyn Supreme Court Justice Leon Ruchelsman, this week’s New York Business Divorce examines a case in which the court dismissed a petition for judicial dissolution of an LLC after finding that the petitioner failed to show he possessed a membership interest.
Continue Reading Court Looks to Partnership Law in Ruling Against Petitioner’s Status as LLC Member

The sale of a family-owned business triggers a dissolution petition over the contested disposition of the sale proceeds, leading to a noteworthy decision earlier this month by Justice Richard M. Platkin. Get the story in this week’s New York Business Divorce.
Continue Reading Siblings Battle Over Spoils from Sale of Family-Owned Business

The hard-fought business divorce between brothers Nissim and Avraham Kassab makes its fifth appearance in five years with this week’s post highlighting a recent decision by Justice Timothy Dufficy dismissing for the third time Nissim’s effort to dissolve an LLC that owns vacant realty in downtown Jamaica, Queens.
Continue Reading Third Time’s Not a Charm in LLC Dissolution Case

This week’s New York Business Divorce highlights an important decision denying a dissolution petition brought by the 50% member of a realty-holding LLC on the ground that his own deliberate conduct in breach of the operating agreement created the conditions alleged as a basis for dissolution.
Continue Reading The Bad-Faith Petitioner Defense Makes Successful Debut in LLC Dissolution Case

In a follow-up to last week’s New York Business Divorce, this week’s post addresses a second decision by Justice Saliann Scarpulla in the Yu family constellation of ilitigations, this time considering the fatal effects on standing to sue for statutory dissolution by assigning one’s stock voting rights.
Continue Reading Stock Pledge Agreement Defeats Minority Shareholder’s Standing to Sue for Statutory But Not Common-Law Dissolution

This 8th annual edition of Summer Shorts presents brief commentary on three decisions of interest in business divorce cases, including an appraisal contest involving a law firm partnership interest; a dispute whether a shareholder agreement was merely a profit-sharing agreement; and a challenge to federal court jurisdiction over a statutory dissolution claim.
Continue Reading Summer Shorts: Partnership Appraisal and Other Recent Decisions of Interest

It’s brother against brother in the case featured in this week’s New York Business Divorce, in which the court dismissed a petition to dissolve a real estate holding company based on alleged withholding of company information.
Continue Reading Shareholder Oppression Requires More Than Denial of Access to Company Information

50/50 shareholders disagree whether to liquidate the business or continue it. Is that enough for a deadlock dissolution petition? Find out in this week’s New York Business Divorce.
Continue Reading One 50% Shareholder Wants to Sell or Liquidate the Business. The Other Wants to Keep It Going. Is That Deadlock?