Grounds for Dissolution

This week’s New York Business Divorce presents a retrospective assessment of the state of New York law concerning LLC business divorce, including summaries of the most significant court decisions, adapted from a recent presentation at the Eileen Bransten Institute on Complex Commercial Litigation.
Continue Reading New York LLC Caselaw’s Greatest Hits

This week’s New York Business Divorce revisits the Eastland Food v Mekhaya case, focusing on last month’s Maryland Supreme Court’s split decision on whether the minority shareholder has a direct claim for breach of fiduciary duty based on alleged disguised distributions taken by the controlling shareholders.
Continue Reading Eastland Redux: Do Close Corporation Shareholders Have a Direct Claim Against Directors For Taking Disguised Distributions?

A recent Commercial Division ruling involving a realty holding LLC unable to develop its property raises interesting questions about whether the LLC can achieve its stated purpose under the standard for judicial dissolution. Learn more in this week’s New York Business Divorce.
Continue Reading And a Time to Every Purpose Under . . . the Operating Agreement?

Grandpa’s Brooklyn-based seltzer manufacturing business went flat, but his real estate investments went through the roof. This week’s New York Business Divorce features a case in which one of four third-generation owners unsuccessfully sued her brother and cousins for judicial dissolution in her quest to monetize her share of the realty’s value.
Continue Reading Minority Shareholder’s Petition to Dissolve Seltzer Business Loses Its Fizz

This week’s post introduces the latest episode of the Business Divorce Roundtable podcast, featuring an interview with Professor Meredith Miller of Touro Law Center discussing her recent law review article entitled Challenging Gender Discrimination in Closely Held Firms: The Hope and Hazard of Corporate Oppression Doctrine. Please give it a listen!
Continue Reading Corporate Oppression Doctrine Meets Sex Discrimination: A Conversation with Professor Meredith Miller