When shareholder oppression is real but dissolution is too much, should courts give majority owners a chance to straighten out before imposing the corporate death penalty?
Family-owned businesses grab more than their fair share of business divorce matters. In his new book called The Principles of Family Business Law, Professor Benjamin Means examines the uncomfortable fit between, on the one hand, standard economic theory and law based on the “rational actor” seeking to maximize wealth and, on the other hand, the idiosyncratic dynamics of family-owned firms.
New York appellate case law invariably holds that a closely-held business owner lacks a direct property interest or right in the entity’s underlying real estate asset to support a Notice of Pendency. But in this week’s New York Business Divorce, we feature an uncommon motion court decision declining to vacate a Notice of Pendency placed by an LLC member upon the entity’s real estate asset to thwart the property’s sale to a third-party buyer. Is this recent decision an outlier, or the birth of an exception to the rule?
Four sisters. One house. Who owns it?
Today’s case delves into a thorny situation many closely-held family businesses struggle with—proving ownership.
It’s no secret that many closely-held family business do not comply with corporate formalities. In the absence of such formalities, it can be difficult to demonstrate ownership without stock certificates in hand, or other
Can a partnership dispute be premature and untimely simultaneously? That was the unfortunate outcome for a hapless general partner in this week’s New York Business Divorce.
Continue Reading Premature or Untimely? Both at the Same Time? When to Sue as a General Partner
This week’s New York Business Divorce presents the 2025 Winter Case Notes, where we highlight a few recent decisions of interest featuring strict adherence to statutory language and the parties’ governing agreements.
Continue Reading Winter Case Notes: Nice Try, But the Agreements Say What They Say
A recent case from New York County caps a decade-long litigation saga and offers helpful guidance on when the business judgment rule applies to pocket-to-pocket transactions with common ownership on both sides.
Continue Reading Affiliated Entities, Conflicting Duties, and the Business Judgment Rule
This week’s New York Business Divorce proudly presents the 14th annual edition of Summer Shorts featuring brief commentary on three recent decisions of interest in business divorce cases in the New York courts.
Continue Reading Summer Shorts: An Unusual Application of LLC Law § 608 and Other Decisions of Interest
This week’s New York Business Divorce post features a Delaware Chancery Court post-trial decision of first impression discussing the extent of an Estate’s exercise of member rights for a “proper purpose” in a case involving the Goldman real estate empire.
Continue Reading When It Talks Like a Member, Walks Like a Member, Acts Like a Member… But Isn’t a Member: First Impression Chancery Decision Rules on Estate’s Exercise of Member Rights “For Proper Purpose”
On the menu for this week’s New York Business Divorce: five noteworthy business divorce cases from five different states.
Continue Reading Crossing the Hudson: Recent Business Divorce Decisions from Yonder States