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.
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Dissolution Defenses
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.
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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. …
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Court Rejects Oppressed Shareholder’s Bid for Dissolution or Buy-Out, Finds Money Damages Sufficient
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
Resignation: Antidote for Internal Dissention and Deadlock?

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.
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Court Looks to Partnership Law in Ruling Against Petitioner’s Status as LLC Member

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.
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Siblings Battle Over Spoils from Sale of Family-Owned Business
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
Third Time’s Not a Charm in LLC Dissolution Case

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.
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The Bad-Faith Petitioner Defense Makes Successful Debut 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
Stock Pledge Agreement Defeats Minority Shareholder’s Standing to Sue for Statutory But Not Common-Law Dissolution
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