Rules of procedure can be a minefield for any litigation, including judicial dissolution proceedings. This week’s New York Business Divorce features a compilation of 10 of the most common procedural mistakes in business divorce cases.
Continue Reading 10 Ways to Screw Up Your Business Divorce Case

Disputes over procedural issues are no less common in dissolution proceedings — and with consequences no less important — than in other types of civil litigation. This week’s New York Business Divorce samples a number of recent court decisions highlighting an array of procedural issues that come up in dissolution cases.
Continue Reading A Potpourri of Procedural Issues in Dissolution Cases

A decision last month by Albany Justice Richard Platkin in Matter of Ryan (Integra Networks, Inc.) opted in favor of the petitioners’ request to voluntarily discontinue their corporate dissolution proceeding over the respondents’ request for leave to make an untimely buy-out election. Find out why in this week’s New York Business Divorce.
Continue Reading Court Chooses Voluntary Dismissal Over Buy-Out in Two-Year Dissolution Case

Do New York courts have authority to hear suits for judicial dissolution of New York-based foreign business entities? This week’s New York Business Divorce discusses a recent decision by Justice Anil C. Singh in Holdrum, N.V. v. Edelman, which highlights a split of appellate authority on the issue.
Continue Reading Judicial Muddle Persists Over Power to Dissolve Foreign Entities

Someday, if and when the facts come out in discovery, we’ll learn what really happened in the curious case of Matter of Hu (Lowbet Realty Corp.), 2012 NY Slip Op 22314 (Sup Ct Kings County Nov. 2, 2012), in which a slippery minority shareholder somehow managed to sell the corporation’s sole realty asset and abscond with $1.6 million sale proceeds in violation of court order in a pending liquidation proceeding brought by the majority shareholder. In the meantime, the buyer and the property manager now find themselves ensnared in the majority shareholder’s effort to rescind the sale and to recover damages.

The court’s decision in Lowbet, issued earlier this month by Brooklyn Commercial Division Justice Carolyn E. Demarest, tells a remarkable story of brazen disobedience of court order by one Margaret Liu, a 25% shareholder of Lowbet Realty Corp. The decision also sheds light on an interesting, rarely seen procedural question in corporate dissolution proceedings, namely, whether the court may adjudicate within such summary proceedings a shareholder’s claim for relief against a third party who is neither a shareholder nor officer/director of the corporation, rather than being forced to commence a separate, plenary action by ordinary summons and complaint.


The petitioner, Shau Chung Hu, was the 100% owner of Lowbet when, in 1980, it purchased a 19-unit apartment building in Brooklyn. In 1985, Hu married Margaret Liu and gave her a 25% stock interest in Lowbet. Mr. Hu and Ms. Liu separated in 1995, at which time Mr. Hu went to China where he has resided ever since, leaving Ms. Liu in full control over Lowbet.
Continue Reading Dissolution Case Ensnares Buyer of Corporation’s Realty in Unauthorized Sale

Justice Thomas Whelan, the newest member of Suffolk County Supreme Court’s Commercial Division, offers some important procedural guidance concerning dismissal motions in dissolution proceedings in a decision last month in Matter of Langella. It’s in this week’s New York Business Divorce.

Continue Reading A Question of Procedure: Are Merits-Based Pre-Answer Dismissal Motions Allowed in Dissolution Proceedings?

With about 1,300 pizzerias in New York City, it’s inevitable that some of them wind up the subject of involuntary corporate dissolution proceedings, such as the one recently decided by Nassau Commercial Division Justice Ira Warshawsky in Matter of DiMaria involving a petition brought by a minority owner alleging shareholder oppression and majority owners counter-alleging that the petitioner himself engaged in wrongful conduct. Learn more in this week’s New York Business Divorce.

Continue Reading Pizza Wars of the Shareholder Kind

This week’s New York Business Divorce offers short summaries of three recent cases involving shareholder disputes. Two of them address procedural issues concerning venue and the court’s post-settlement enforcement power, and the third, well, you’ll just have to read it for yourself.

Continue Reading Venue, Menu and Hebrew: Short Takes on Three Dissolution Cases

The statute governing LLC dissolution proceedings, unlike the one for corporations, does not require publication notice at the start of the case. So why do we still see LLC dissolution show cause orders requiring expensive publication? This week’s New York Business Divorce takes a look.

Continue Reading There’s No Need for Publication Notice of LLC Judicial Dissolution Proceedings