There are plenty of advantages to practicing business divorce litigation in New York.  The diversity of businesses and clients, complexity of agreements and transactions, and excellence of judges and attorneys make New York, in my view, the place to be for commercial litigators of all stripes.

One downside is the reality that crowded dockets and busy judges sometimes results in too terse decisions from the trial and appellate courts.  At the appellate level, hundreds of pages of evidence, and nuanced, extensively briefed legal theories are sometimes reduced to a one-line decision.  Not only do those one-liners inevitably leave the parties dissatisfied, but they also miss an opportunity to lend reasoned, precedential analysis to complex and unsettled questions of law.

But in some sense, that’s where the lawyers come in.  New cases can be won or lost in the grey areas created by brief appellate authority, and the sharpest lawyers will find the precedential value in even the shortest appellate decisions.

These few paragraphs are already much longer than the Fourth Department’s recent decision affirming dismissal of a shareholder’s claim for dissolution pursuant to BCL 1104-a in Kavanaugh v Consumers Beverages, Inc., 205 NYS3d 637 (4th Dept 2024).  But in a few words, the Fourth Department packs a punch in corporate dissolution jurisprudence.Continue Reading Termination, Adequate Alternative Remedies Sends Dissolution Proceeding Packing

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

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?

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

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

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

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