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?
Did the parties get it wrong, or the judge, or both in Verkhoglyad v Benimovich, in which the court let proceed a claim to dissolve a foreign business entity and refused to enforce forum selection and pre-suit mediation clauses in the operating agreement of a New Jersey LLC. Learn more in this week’s New York Business Divorce.
Continue Reading Read This Case. Slap Your Head. Not Too Hard.
This week’s New York Business Divorce revisits a family feud involving a Brooklyn-based food distributor and affiliated realty company, in which an ousted minority owner was on the short end of a series of recent decisions by Justice Sylvia Ash.
Continue Reading “Food Fight” Sequel Ends Badly for Ousted Sibling
This week’s New York Business Divorce highlights an appellate opinion affirming a lower court’s findings of grounds for dissolution in a “classic” case of minority shareholder oppression.
Continue Reading An Oppression How-To: Revoke Employment, Profit Sharing and Control
This week’s New York Business Divorce offers its annual Winter Case Notes with synopses of four recent decisions by Supreme Court Justices Elizabeth Emerson, Stephen Bucaria, and Charles Ramos in cases involving partnership, close corporation, and LLC disputes.
Continue Reading Winter Case Notes: De Facto Partnership and Other Recent Decisions of Interest
The bad faith defense has been recognized in close corporation dissolution cases involving both minority shareholder oppression and shareholder deadlock. How about LLC dissolution? This week’s New York Business Divorce looks at a recent Tennessee court’s decision upholding the defense in a dissolution case involving a Delaware LLC with two 50/50 members.
Continue Reading Bad Faith Defense Gets Boost in LLC Dissolution Case
This week’s New York Business Divorce highlights an unusual corporate dissolution case in which a tie-break provision in the shareholders agreement of 50/50 shareholders gave one of them the decisive vote in the event of board deadlock, which in turn doomed the other’s deadlock dissolution petition.
Continue Reading Tie-Breaker in Shareholders Agreement Defeats Deadlock Dissolution Petition
If you’re looking for a good old-fashioned case of minority shareholder oppression, look no further than this week’s New York Business Divorce which examines Justice Richard Platkin’s recent decision in Matter of Digeser v Flach.
Continue Reading A Classic Case of Minority Shareholder Oppression
A very interesting decision earlier this month by Justice Eileen Bransten in Doppelt v. Smith addressed whether a minority limited partner’s right to seek judicial dissolution was preempted by the partnership agreement’s provision authorizing dissolution upon the consent of a majority of the limited partnership interests. Read more in this week’s New York Business Divorce.
Continue Reading Court Enforces Waiver of Limited Partner’s Right to Seek Judicial Dissolution — Or Did It?