Family-Owned Businesses

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In this week’s New York Business Divorce, read about a multi-year litigation odyssey culminating in the statute-of-limitations dismissal of a claim for misappropriation of an alleged corporate opportunity to own land based upon the date of execution of the contract of sale rather than the closing of the real estate purchase.
Continue Reading A Litigation Odyssey

In this week’s New York Business Divorce, read about several strands of case law employing different language to express the same concept: a closely-held business interest transfer restriction or buy-sell agreement that would impose a “forfeiture,” cause the interest to become “void,” result in “annihilation of property,” or “bestow a windfall” upon a co-owner, is unenforceable as against public policy.
Continue Reading Stock Transfer Restrictions and “Annihilation of Property”

Most practitioners believe the summary judgment in lieu of complaint statute, CPLR 3213, applies just to contracts involving loans or other indebtedness. Not so. In a recent decision, a Manhattan Commercial Division Justice granted summary judgment in lieu of complaint, entering a money judgment for nearly $35 million, based upon a seldom litigated provision of the statute permitting accelerated treatment “upon any judgment” – in this case, a prior declaratory judgment. Read about the Court’s novel approach to summary judgment in lieu of complaint in this week New York Business Divorce.
Continue Reading Summary Judgment in Lieu of Complaint Meets Business Divorce

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

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