“Rank pretext will not do.” With those words, a Manhattan judge preliminarily enjoined a freeze-out merger in the absence of credible evidence that the merger advanced a general corporate purpose. Get the full story in this week’s New York Business Divorce.
Continue Reading “Rank Pretext Will Not Do”: Court Enjoins Freeze-Out Merger With No Corporate Benefit

In this week’s New York Business Divorce, a tip of the hat to retiring Justices Eileen Bransten and Charles E. Ramos with a look back at some of their more memorable business divorce rulings.
Continue Reading A Fond Adieu to Two Giants of the Manhattan Commercial Division Bench

In this week’s New York Business Divorce – the first in a three-part series about the statutory triggers, legal rules, and accounting principles of business valuation proceedings – learn about the routes business owners can take to an appraisal proceeding.
Continue Reading Basics of Valuation Proceedings – Litigating an Appraisal from Start to Finish – Part 1

In this week’s New York Business Divorce, we salute recently-retired Commercial Division Justice Shirley Werner Kornreich with a collection of some of her most noteworthy decisions in the area of business ownership disputes.
Continue Reading A Trip Down Business Divorce Lane with Recently Retired Justice Shirley Werner Kornreich

This week’s New York Business Divorce offers its annual Winter Case Notes with synopses of five recent decisions in business divorce cases involving LLC dissolution, cash-out merger, LLC member expulsion, and more.
Continue Reading Winter Case Notes: LLC Deadlock and Other Recent Decisions of Interest

Few recent cases in the business divorce field are as important as last week’s appellate affirmance in the Shapiro case, allowing majority LLC members to adopt an operating agreement that binds non-signatory minority members. Get the story in this week’s New York Business Divorce.
Continue Reading Thinking About Becoming a Minority Member of a New York LLC Without an Operating Agreement? Think Again

The LLC freeze-out merger has been referred to by one scholar as “hidden statutory expulsion.” In a decision last month featured in this week’s New York Business Divorce, Manhattan Commercial Division Justice Charles Ramos refused to enjoin a freeze-out merger challenged by minority members of an LLC who claimed that it violated the LLC’s operating agreement.
Continue Reading Court Finds No Breach of Operating Agreement, No Basis to Enjoin LLC Freeze-Out Merger