Does a New York court have jurisdiction over suits involving foreign entities in which the plaintiff seeks forced sale of assets or forced buy/sell? Get the answer in this week’s New York Business Divorce.
Continue Reading Court Blocks “End Run” Around Bar to Subject Matter Jurisdiction in Suit to Dissolve Foreign LLC
The sale of a family-owned business triggers a dissolution petition over the contested disposition of the sale proceeds, leading to a noteworthy decision earlier this month by Justice Richard M. Platkin. Get the story in this week’s New York Business Divorce.
Continue Reading Siblings Battle Over Spoils from Sale of Family-Owned Business
The New York Business Divorce blog has covered hundreds of cases over the past 11 years. This week’s post revisits three of them, two of which were recently resolved, one of which is still going strong, and all of which made the list of Top Ten business divorce cases in years past.
Continue Reading Business Divorce Epilogues
Did the parties get it wrong, or the judge, or both in Verkhoglyad v Benimovich, in which the court let proceed a claim to dissolve a foreign business entity and refused to enforce forum selection and pre-suit mediation clauses in the operating agreement of a New Jersey LLC. Learn more in this week’s New York Business Divorce.
Continue Reading Read This Case. Slap Your Head. Not Too Hard.
It’s time for another trip across the country with this week’s New York Business Divorce, as it examines five decisions last year by courts outside New York in business divorce cases.
Continue Reading Business Divorce Nation: Five States, Five Cases
Common-law dissolution requires “egregious” conduct by the majority, but what constitutes egregious conduct? Read this week’s New York Business Divorce to find out how one Manhattan judge recently defined it.
Continue Reading Non-Egregiously Aggrieved Minority Shareholder Can’t Sue for Common-Law Dissolution
The Delaware Court of Chancery plays an outsized role not only in the public company arena, but also in the field of business divorce and other disputes among co-owners of closely held corporations, partnerships, and LLCs. This week’s New York Business Divorce sets the stage and invites you to listen to a podcast interview of Delaware lawyers Kurt Heyman and Pete Ladig discussing litigation of business divorce cases in the Delaware Chancery Court.
Continue Reading Business Divorce, Delaware Style
The death and testamentary bequests of the majority member of a family-owned LLC set the stage for a legal contest over the executor’s standing to enforce dissolution and have himself appointed as receiver to wind up the LLC’s affairs. This week’s New York Business Divorce has the story.
Continue Reading Executor of Deceased Majority Member Appointed Receiver to Wind Up LLC
The Revised Uniform LLC Act or “RULLCA” has been adopted by a growing number of states. This week’s New York Business Divorce highlights RULLCA’s overlapping dissolution and dissociation provisions as recently construed by one appellate court.
Continue Reading Choose Carefully: Dissolution vs. Dissociation Under RULLCA
A longstanding inter-departmental rift was healed last week when the Appellate Division, First Department, issued a decision disavowing one of its own precedents and aligning itself with Second and Third Department decisions holding that New York courts lack jurisdiction to order dissolution of foreign business entities. Read about this important ruling in this week’s New York Business Divorce.
Continue Reading A Split No More: First Department Agrees, No Subject Matter Jurisdiction to Dissolve Foreign Business Entities