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
Family-Owned Businesses
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”


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”
Crossing the Hudson: Recent Business Divorce Decisions from Yonder States
On the menu for this week’s New York Business Divorce: five noteworthy business divorce cases from five different states. …
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Direct to Beneficial: Change of Corporate Ownership Structure Yields No Right to Dissent and Seek Appraisal

When a corporation disposes of “all or substantially all” assets, shareholders opposed to the transaction are entitled to dissent and demand fair value for their shares in an appraisal proceeding. Does a corporation’s transfer of its assets to another entity with retention of “beneficial” ownership trigger the statutory right to dissent and seek fair value? Learn the answer in this week’s New York Business Divorce.
Continue Reading Direct to Beneficial: Change of Corporate Ownership Structure Yields No Right to Dissent and Seek Appraisal
Parallel Business and Matrimonial Divorce Proceedings

In this week’s New York Business Divorce, we consider the problem of concurrent, overlapping business and marital dissolution proceedings, including a small but growing body of case law addressing how to prioritize one over the other. For judges and lawyers accustomed to commercial courts exercising their jurisdictional powers broadly, the result may be surprising.
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A Potent Combo: Misappropriation of Corporate Opportunity Meets Faithless Servant

In this week’s New York Business Divorce, read about the potent convergence in a recent decision of two common-law fiduciary duty principles: the corporate opportunity and faithless servant doctrines.
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A General Partnership in Perpetual Enmity

These days general partnership decisions are rare. This general partnership rule is unprecedented: continuing to run an at-will partnership post-dissolution results in the partnership’s reconstitution even if the majority is actively suing for judicially supervised wind up. Does that sound right? Get our take in this week’s New York Business Divorce.
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Eastland Redux: Do Close Corporation Shareholders Have a Direct Claim Against Directors For Taking Disguised Distributions?

This week’s New York Business Divorce revisits the Eastland Food v Mekhaya case, focusing on last month’s Maryland Supreme Court’s split decision on whether the minority shareholder has a direct claim for breach of fiduciary duty based on alleged disguised distributions taken by the controlling shareholders.
Continue Reading Eastland Redux: Do Close Corporation Shareholders Have a Direct Claim Against Directors For Taking Disguised Distributions?
Pitfalls for Corporate Counsel in Business Divorce Disputes

In this week’s New York Business Divorce, we consider some recurring problems for corporate and general counsel in business divorce cases, including difficult issues of attorney-client privilege and the appreciable risk of disqualification when roles change from corporate to litigation counsel.
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Faithless Servant in Business Divorce Cases

In this week’s New York Business Divorce, read about the faithless servant doctrine as it expands from the law of agency and employment to business divorce. …
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