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
Are you in business with, or advising a business with, a disruptive minority partner, shareholder, or member? What can you do about it? In this week’s New York Business Divorce we consider one option – the “cash-out” or “freeze-out” merger.
Continue Reading The Cash-Out Merger Solution to the Problem Minority Owner
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
A pair of important decisions last month by the Delaware Supreme Court handed defeats to limited partners challenging conflicted asset sales by the general partner. Learn more in this week’s New York Business Divorce.
Continue Reading Limited Partners Take a Licking in Two Delaware Supreme Court Decisions
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
A shareholder dispute spanning seven years of litigation in New York and Delaware came to an end last week with the latter state’s highest court’s refusal to rehear the case. This week’s New York Business Divorce highlights two of the many issues raised along the way: whether Delaware law recognizes a common-law claim for minority shareholder oppression, and the validity of a reverse stock split and cash-out of the minority shareholder that deprived her of standing to pursue derivative claims.
Continue Reading Business Divorce Case Reaches End of Long and Winding Road
In the 25 or so years since New York adopted its Revised Uniform Limited Partnership Act, last month’s trial court decision in Levine v. Seven Pines Associates, L.P. may be the first to address issues attendant to a post-merger, dissenting limited partner appraisal proceeding. It’s featured in this week’s New York Business Divorce.
Continue Reading Decision in Dissenting Limited Partner Case Directs Fair Value Hearing, Grants Discovery