Dissolution Defenses

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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

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?

Agreements providing for compulsory buyouts upon termination of a minority shareholder’s employment can be a good thing. Complications or sometimes litigation sets in, however, when termination for cause is linked to a devalued buyout formula, as illustrated in the case highlighted in this week’s New York Business Divorce.
Continue Reading The Hidden Cost of a Devalued Buyback Upon Termination for Cause

This week’s New York Business Divorce offers short summaries of three recent decisions of interest by Commercial Division Justices Melvin Schweitzer, Carolyn Demarest, and Marcy Friedman in which the courts addressed interesting issues concerning shareholder standing to seek removal of a director and dissolution of a wholly-owned subsidiary; venue in dissolution proceedings; and application of CPLR 205’s savings provision to the statute of limitations in a dissolution case.
Continue Reading Summer Shorts: Director Removal and Other Recent Decisions of Interest

A Manhattan appellate panel recently ordered a trial in a suit between the estate of a deceased law firm partner and the surviving partner over whether the latter’s post-death admission of a new partner was part of an alleged “sham” transaction designed to defeat the estate’s entitlement to receive half the firm’s assets upon dissolution and liquidation. You won’t want to miss it in this week’s New York Business Divorce.
Continue Reading Court in Law Firm Dissolution Suit Must Decide, Was Partnership a “Sham”?

Justice Emily Pines’ decision last month in Matter of Bianchi, dismissing for lack of subject matter jurisdiction a petition to dissolve a New York-based Delaware corporation, raises anew the conflicting decisions on the issue among New York’s several Appellate Divisions. This week’s New York Business Divorce has the story.
Continue Reading The Conflict Continues Over Judicial Dissolution of Foreign Corporations