In this week’s New York Business Divorce, we consider the problem of concurrent, overlapping business and marital dissolution proceedings, including a small but growing body of case law addressing how to prioritize one over the other. For judges and lawyers accustomed to commercial courts exercising their jurisdictional powers broadly, the result may be surprising.
Continue Reading Parallel Business and Matrimonial Divorce Proceedings
Dissolution Defenses
Dissolution Defined: The First Department’s Recent Guidance on Interpreting Operating Agreements
How does the First Department tackle competing interpretations of an LLC operating agreement? This week’s post explains.
Continue Reading Dissolution Defined: The First Department’s Recent Guidance on Interpreting Operating Agreements
When Is It Too Late to Sue for Shareholder Oppression?
If an oppressed, frozen-out minority shareholder is going to sue for judicial dissolution, chances are they’re going to do it within the applicable six-year statute of limitations. This week’s New York Business Divorce examines a recent decision where the shareholder claiming oppression waited at least 10 years to sue.
Continue Reading When Is It Too Late to Sue for Shareholder Oppression?
A Cross-Country Road Trip of Elections to Purchase in Dissolution Proceedings
When a shareholder petitions for dissolution, many states have statutes allowing the corporation to respond by buying out the complaining shareholder. This week’s post takes a look at several recent decisions concerning buyout elections across the country.
Continue Reading A Cross-Country Road Trip of Elections to Purchase in Dissolution Proceedings
A Litigation Odyssey
In this week’s New York Business Divorce, read about a multi-year litigation odyssey culminating in the statute-of-limitations dismissal of a claim for misappropriation of an alleged corporate opportunity to own land based upon the date of execution of the contract of sale rather than the closing of the real estate purchase.
Continue Reading A Litigation Odyssey
The Worst of Both Worlds: Untimely Buyout Election Yields Full Merits Hearing and Huge Bond
In this week’s New York Business Divorce, read about a rare decision considering whether to grant an untimely BCL 1118 buyout election and the unsavory consequence of the respondent’s delay: imposition of a million dollar bond.
Continue Reading The Worst of Both Worlds: Untimely Buyout Election Yields Full Merits Hearing and Huge Bond
Dueling Dissolution Petitions Beget Dissolution Without Consideration of Alternate Remedies
Can two contested dissolution petitions—one by each 50% shareholder based on the other’s alleged misconduct—yield a shortcut to uncontested dissolution? See what the Second Department has to say in this week’s post.
Continue Reading Dueling Dissolution Petitions Beget Dissolution Without Consideration of Alternate Remedies
The Evidenceless Petition to Dissolve
In this week’s New York Business Divorce, learn the tough lesson for the dissolution petitioner who states sufficient grounds to dissolve but fails to prove it with evidence accompanying the petition.
Continue Reading The Evidenceless Petition to Dissolve
Anti-Dissolution Provisions and Public Policy
In this week’s New York Business Divorce, read about the history and development of case law in New York over the past 25 years holding potentially void as against public policy provisions in partnership, shareholders, and operating agreements barring closely-held business owners from petitioning courts to dissolve the entity.
Continue Reading Anti-Dissolution Provisions and Public Policy
Holes in Shotgun Buy-Sell Agreement Keep Deadlock Dissolution Petition Alive
Does an LLC’s member’s pulling the trigger on a shotgun buy-sell agreement foreclose a petition for deadlock-based dissolution? Not if the members can’t agree on the terms of the sale, holds Vice Chancellor Slights. …
Continue Reading Holes in Shotgun Buy-Sell Agreement Keep Deadlock Dissolution Petition Alive