Foreign Business Entities

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In the face of Second Department case law rejecting subject-matter jurisdiction over statutory dissolution claims involving foreign business entities, the plaintiffs in Bonavita v Savenergy, Inc. argued to Justice Timothy Driscoll that he nonetheless could hear a claim for common-law dissolution of a Delaware corporation. Did they succeed? Find out in this week’s New York Business Divorce. …
Continue Reading Court Declines Jurisdiction Over Claim for Common-Law Dissolution of Delaware Corporation

Justice Emily Pines’ decision last month in Matter of Bianchi, dismissing for lack of subject matter jurisdiction a petition to dissolve a New York-based Delaware corporation, raises anew the conflicting decisions on the issue among New York’s several Appellate Divisions. This week’s New York Business Divorce has the story.…
Continue Reading The Conflict Continues Over Judicial Dissolution of Foreign Corporations

What happens when feuding business partners bring competing lawsuits against each other, including a dissolution proceeding, in different courts in different states? That’s the question addressed in a recent decision by Suffolk County Commercial Division Justice Elizabeth Emerson in Picarella v. HMA Properties, LLC, highlighted in this week’s New York Business Divorce. …
Continue Reading Fighting for Home Court Advantage in Multi-State Business Divorce Litigation

It happens once in a while: the co-owners of a business entity formed under the laws of State X have a choice of law clause in their agreement opting to be governed by the laws of State Y. Such was the case in Gelman v. Gelman, recently decided by Justice Daniel Palmieri involving a dispute between sibling co-members of a Delaware LLC whose operating agreement had a New York choice of law provision. Which state’s law did the court apply? Get the answer in this week’s New York Business Divorce.…
Continue Reading What Law Applies When Internal Affairs Doctrine Clashes With Choice-of-Law Clause?

Do New York courts have authority to hear suits for judicial dissolution of New York-based foreign business entities? This week’s New York Business Divorce discusses a recent decision by Justice Anil C. Singh in Holdrum, N.V. v. Edelman, which highlights a split of appellate authority on the issue.…
Continue Reading Judicial Muddle Persists Over Power to Dissolve Foreign Entities

New Jersey recently became the eighth state to adopt the Revised Uniform Limited Liability Company Act including a new provision authorizing judicial dissolution of LLCs on the ground of oppressive acts by the controllling managers or members and also providing a statutory buy-out remedy, much like the dissolution statutes governing close corporations. For more on the new statute’s background, its provisions, and the surrounding policy debate, read this week’s New York Business Divorce.
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Continue Reading New Jersey Adopts Revised LLC Act Authorizing Dissolution for Minority Oppression

A decision last week by the Appellate Division, First Department, in Lehey v. Goldburt brings to light a bitter dispute between the managing member of a vodka distributor with a gimmicky bottle featuring an LED ticker display, and an investor claiming that his millions in funding have been squandered. Get the story in this week’s New York Business Divorce.
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Continue Reading Appellate Court Reinstates LLC Manager in Dispute with Investor in Vodka Venture

It’s summertime, the livin’ is easy and the fare is lighter in this week’s New York Business Divorce featuring short summaries of a few decisions on diverse issues in shareholder disputes decided by Nassau County Justice Stephen Bucaria and Manhattan Justices Jane Solomon and Debra James.
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Continue Reading A Few Dissolution Case Tidbits