Cross-border business divorce disputes continue to bedevil New York’s commercial courts, forcing them to grapple with difficult conflicts-of-laws questions. We feature the latest instance on this week’s New York Business Divorce.
Court of Appeals Again Bolsters Internal Affairs Doctrine, This Time Clipping Derivative Suits Brought on Behalf of Foreign Corporations
What must a shareholder show to maintain a derivative action on behalf of a foreign corporation doing business in New York? This week’s post unpacks the Court of Appeals’ emphatic reaffirmation of the internal affairs doctrine.
No Unforced Errors Please: “For Cause” Removal Provisions Mean What They Say and Say What They Mean
In this week’s business divorce follies, an imprecisely-drafted notice of default and cure letter leads to a stunning defeat for a group of limited partners who tried to remove a limited partner “for cause” under the partnership agreement.
Foreign Affairs of the Books and Records Kind
New York case law concerning shareholder rights to inspect books and records of foreign business entities is far from settled. This week’s New York Business Divorce features two recent decisions in books and records cases involving a Delaware corporation and a Nevada LLC, with mixed results.
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Court of Appeals Bolsters the Internal Affairs Doctrine, Takes a Stroll Through Scottish Fiduciary Law
It’s not every day that New York’s highest court considers a question impacting the business divorce cases that we typically litigate. But a recent decision from the Court of Appeals requires careful consideration by any owner of a foreign-incorporated entity considering New York litigation.
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The Magnolia State Wins the Prize for Novel Alternative Remedies in LLC Dissolution Cases
This week’s New York Business Divorce looks at the courts’ powers to order equitable remedies short of dissolution in judicial dissolution cases involving LLCs, featuring a highly unusual case from Mississippi.
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Take the Business Divorce Pop Quiz!
Test your business divorce chops with a pop quiz in this week’s New York Business divorce featuring a series of questions involving cash-out mergers, fiduciary duty, and judicial dissolution of LLCs and close corporations.
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Derivative Standing and the Internal Affairs Doctrine
In this week’s New York Business Divorce, read about the Appellate Division – First Department’s important decision last Friday clarifying how courts must apply the internal affairs doctrine to the question of standing to sue in derivative cases involving non-New York incorporated entities.
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Delaware Declines Subject Matter Jurisdiction Over Judicial Dissolution of Foreign Entities
The Delaware Chancery Court finally caught up with court decisions in New York and elsewhere, ruling last month in a case involving a bitcoin mining company that Delaware courts lack subject matter jurisdiction to adjudicate petitions to dissolve non-Delaware business entities. Learn more in this week’s New York Business Divorce.
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Business Divorce Alert: Forum Selection Clauses Do Not Confer Subject Matter Jurisdiction in Foreign Entity Dissolution Cases
New York appellate precedent uniformly holds that New York courts lack subject matter jurisdiction in dissolution cases involving foreign business entities. So what’s a business divorce lawyer to do when the client seeking dissolution of a foreign business entity presents an owners’ agreement containing a forum selection clause giving New York courts exclusive jurisdiction in any litigation between the parties? Find out in this week’s New York Business Divorce.
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