In this week’s New York Business Divorce, read about the matrimonial-turned-business-divorce litigation between Italian billionaire Silvio Scaglia and his estranged wife / business partner, Julia Haart, and the difficult conflicts-of-laws questions that can arise when litigating damages claims related to Delaware entities in New York courts.
Continue Reading Conflicts of Laws and the Internal Affairs Doctrine
Grandpa’s Brooklyn-based seltzer manufacturing business went flat, but his real estate investments went through the roof. This week’s New York Business Divorce features a case in which one of four third-generation owners unsuccessfully sued her brother and cousins for judicial dissolution in her quest to monetize her share of the realty’s value.
Continue Reading Minority Shareholder’s Petition to Dissolve Seltzer Business Loses Its Fizz
In this week’s New York Business Divorce, read about the outcomes of two pre-answer dismissal motions in parallel lawsuits commenced by the founding shareholder of a family-owned corporation challenging a cash-out merger initiated against him by the second-generation owners, including his cousins and nephew.
Continue Reading Questions Abound in Parallel Cash-Out Merger Rescission / Fair Value Appraisal Lawsuits
In this week’s New York Business Divorce, the sequel to an article about an earlier decision in the same case, read about a trio of decisions issued in rapid succession against a widow who claimed to have become shareholder of a corporation through a testamentary bequest that violated a shareholders’ agreement prohibiting stock transfers except to the shareholders’ “issue” or upon “unanimous consent” of all shareholders.
Continue Reading Three Strikes You’re Out: Sebrow Revisited
In this week’s New York Business Divorce, read about the latest chapter in a long-running litigation saga between the son and daughter of artist Peter Max fighting for control of their family-owned corporation.
Continue Reading Principles of Fiduciary Deference: The Business Judgment Rule and Exculpatory Clauses
The North Carolina Court of Appeals last week handed down a significant opinion affirming the nonjudicial dissolution of a family-owned Delaware limited partnership based on the appointment of a new general partner in contravention of the terms of the limited partnership agreement. Learn more in this week’s New York Business Divorce.
Continue Reading General Partner’s Resignation Triggers Nonjudicial Dissolution of Limited Partnership
This week’s New York Business Divorce highlights a pair of recent decisions in judicial dissolution cases in both of which one side claimed to be the 100% owner notwithstanding documents indicating otherwise.
Continue Reading Disguised Agreements and Dissolution
Father against son, half-brother against half-brother, are the players in a recent courtroom drama that unfolded in Matter of Brady v. Brady, culminating with an appellate panel’s affirmance of a lower court’s order dissolving a family-owned close corporation that owns extensive farm land in upstate New York. Find out more in this week’s New York Business Divorce.
Continue Reading This Is Not Your Father’s Brady Bunch
In this week’s New York Business Divorce, we tackle two important legal issues for LLC owners. First, the circumstances in which an upon-death membership interest transfer provision in an unsigned, non-final operating agreement may be enforced. Second, whether a membership interest transfer provision in an operating agreement trumps a conflicting bequest in a last will and testament.
Continue Reading Unsigned, Non-Final Operating Agreement Trumps Conflicting Testamentary Bequest of LLC Interest
This week’s New York Business Divorce offers its annual Winter Case Notes with synopses of four noteworthy decisions by courts in New York and Iowa.
Continue Reading Winter Case Notes: Dissolution of Not-For-Profit Corporation and Other Decisions of Interest