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.
Continue Reading No Unforced Errors Please: “For Cause” Removal Provisions Mean What They Say and Say What They Mean
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.
Continue Reading Foreign Affairs of the Books and Records Kind
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.
Continue Reading Court of Appeals Bolsters the Internal Affairs Doctrine, Takes a Stroll Through Scottish Fiduciary Law
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.
Continue Reading The Magnolia State Wins the Prize for Novel Alternative Remedies in LLC Dissolution Cases
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.
Continue Reading Take the Business Divorce Pop Quiz!
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.
Continue Reading Derivative Standing and the Internal Affairs Doctrine
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.
Continue Reading Delaware Declines Subject Matter Jurisdiction Over Judicial Dissolution of Foreign Entities
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.
Continue Reading Business Divorce Alert: Forum Selection Clauses Do Not Confer Subject Matter Jurisdiction in Foreign Entity Dissolution Cases
It’s time for another cross-country trip in this week’s New York Business Divorce which summarizes a quintet of recent appellate decisions in business divorce cases by courts outside New York.
Continue Reading Business Divorce Nation: A Cross-Country Tour of Recent Decisions of Interest
The months-long shutdown of New York courts due to the COVID-19 pandemic did not stop the judges of the Manhattan Commercial Division from issuing a number of noteworthy decisions in business divorce cases. This week’s New York Business Divorce highlights three of them.
Continue Reading A Trio of Recent Business Divorce Decisions by Manhattan Commercial Division Judges