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.
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Winter Case Notes: Nice Try, But the Agreements Say What They Say
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.
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Affiliated Entities, Conflicting Duties, and the Business Judgment Rule
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.
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Summer Shorts: An Unusual Application of LLC Law § 608 and Other Decisions of Interest
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.
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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.
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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.
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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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