Grounds for Dissolution

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Unlike regular lawsuits that can be initiated with a notice pleading, a petition for involuntary corporate dissolution must contain detailed factual allegations supported by any available documentary evidence to establish the requisite grounds, be they oppressive action, fraud, waste and looting, or deadlock. A recent decision by Nassau County Commercial Division Justice Timothy S. Driscoll in Matter of Comparato illustrates the dire consequences of a petition that relies solely on conclusory allegations of misconduct. It’s in this week’s New York Business Divorce.
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Continue Reading Attention All Would-Be Corporate Dissolution Petitioners: Notice Pleading Doesn’t Cut It. You Need to Allege Facts. Lots of Them.

Suffolk County Commercial Division Justice Emily Pines recently denied a judicial dissolution petition brought by a minority shareholder after he voluntarily left the company to take employment elsewhere, and where the shareholders’ agreement provided for buyout only in the event of a shareholder’s death. Get the full story in this week’s New York Business Divorce.
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Continue Reading Contract Trumps Shareholder Expectations in Recent Case Denying Judicial Dissolution of Close Corporation

Drinkers of AriZona Iced Tea will thirst for this week’s New York Business Divorce post on a dissolution petition filed last week in Nassau County Supreme Court by a 50% shareholder of the multi-billion dollar beverage maker headquartered in Woodbury, New York.
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Continue Reading 50% Owner of AriZona Iced Tea, Claiming Shareholder Oppression, Files for Involuntary Dissolution of Multi-Billion Dollar Enterprise

Must a minority shareholder wait for the axe to fall before claiming oppressive conduct by the majority, or will a threat of oppressive conduct suffice to trigger statutory protection and the prospect of judicial dissolution? That’s the question addressed in this week’s New York Business Divorce as it looks at a Michigan court’s decision involving threatened oppressive conduct.
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Continue Reading Does Mere Threat of Shareholder Oppression Constitute Grounds for Corporate Dissolution?

In a first impression decision handed down last month in Matter of Deblinger, Justice Stephen A. Bucaria upheld the court’s power to compel a respondent shareholder in a dissolution case to present a derivative claim against the petitioner-director. Catch it in this week’s New York Business Divorce.
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Continue Reading Can Court Compel Shareholder to Present Claim in Dissolution Proceeding?

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

The case of Pappas v. Corfian makes a return appearance in this week’s New York Business Divorce on the occasion of an action-packed decision last month by Brooklyn Supreme Court Justice Jack Battaglia granting a petition for dissolution based on shareholder oppression. You won’t want to miss it.
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Continue Reading Final Round of Corfian Case Features Diverse Dissolution Issues

The hydra-headed Ficus Investments litigation is the gift that keeps on giving, at least to students of business divorce. This week’s New York Business Divorce highlights the latest appellate decision in the case, in which the court reversed an order dissolving the limited liability company that managed the mortgage business at the center of the melee.
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Continue Reading Dispute Over Authenticity of Operating Agreement Leads to Reversal of Order Summarily Granting LLC Dissolution

This week’s New York Business Divorce examines a recent Appellate Division, Second Department decision in Matter of Dream Weaver Realty, Inc., where the court affirmed dissolution of a realty company owned equally by two feuding shareholders, over the objection that a liquidation sale of the realty would result in less proceeds than a non-forced, private sale outside of dissolution.
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Continue Reading Impasse Over Winding Up of Realty Company Leads to Judicial Dissolution