Dissolution Defenses

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In the second of a three-part series on challenges to stock ownership in corporate dissolution cases, this week’s New York Business Divorce looks at a recent post-trial ruling by Kings County Supreme Court Justice Jack Battaglia pitting one shareholder claiming 100% ownership versus two others claiming that the three were equal one-third owners.
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Continue Reading Undocumented Stock Interests Invite Challenges to Standing in Corporate Dissolution Cases: Part Two

This week’s New York Business Divorce presents the first in a three-part series discussing one of the thorniest problems in corporate dissolution contests involving challenges to standing based on the petitioner’s lack of a stock certificate, shareholders’ agreement or other direct evidence of shareholder status. This week’s post highlights a recent decision on the subject by Suffolk County Commercial Division Justice Emily Pines.
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Continue Reading Undocumented Stock Interests Invite Challenges to Standing in Corporate Dissolution Cases: Part One

Have room for one more 2008 top-10 list? This week’s New York Business Divorce highlights the 10 most interesting business divorce cases from last year, with updated case citations and links to previous write-ups.
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Continue Reading Top 10 Business Divorce Cases of 2008

If you think you’ve seen it all when it comes to corporate dissolution contests, think again as you read this week’s New York Business Divorce which looks at a case in which one LLC member opposed the other’s dissolution petition based on the latter’s alleged mental disability.
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Continue Reading Poorly Drafted Disability Clause in Operating Agreement Provides Novel Defense to LLC Dissolution Proceeding

“Eat and drink with your relatives; do business with strangers.” This Greek proverb gets sorely tested by the case featured in this week’s New York Business Divorce, involving a Greek restaurant business in which one of the shareholders died after filing for dissolution and the other then sought to enforce a buyback provision in the shareholders’ agreement.
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Continue Reading Court Enforces Stock Buyout Triggered by Shareholder’s Death Notwithstanding Pending Dissolution Proceeding

It’s not often that bankruptcy law intersects with corporate dissolution proceedings based on deadlock or minority shareholder oppression, but when it does, likely it’s bad news for the petitioner seeking to liquidate the company or to be bought out by another shareholder. A recent decision by Kings County Supreme Court Justice Carolyn Demarest illustrates why, in this week’s New York Business Divorce.
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Continue Reading Failure to Disclose Stock Interest in Bankruptcy Petition Defeats Standing in Later Dissolution Proceeding

Danger lurks for the dissolution petitioner and attorney who beforehand don’t thoroughly analyze whether the mere filing of a petition may trigger rights of first refusal in the shareholders’ agreement. This week’s New York Business Divorce highlights a recent appellate decision where the unwary petitioner fell into the self-made trap.
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Continue Reading Appellate Court Enforces Stock Buyback Triggered by Dissolution Petition