This week’s New York Business Divorce examines a recently decided case granting a petition for “equitable dissolution” by means of a forced buy-out of the respondent 50% shareholders of the close corporation that owns the famous Delmonico’s steak house in downtown Manhattan.
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Grounds for Dissolution
Winter Case Notes: Dissolution of Not-For-Profit Corporation and Other Decisions of Interest
This week’s New York Business Divorce offers its annual Winter Case Notes with synopses of four noteworthy decisions by courts in New York and Iowa.
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Business Divorce on the Menu

You’d think amidst the COVID-19 pandemic, with restaurants struggling to stay open, that their owners would have more pressing issues to deal with than litigating against their co-owners, but as you’ll see in this week’s New York Business Divorce, some things never change.
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Limited Partnerships and the Self-Fulfilling Dissolution Petition

Partners of New York limited partnerships should sit up and take notice of a new, first-impression decision holding that the commencement of a dissolution proceeding against, or the appointment of a receiver for, the limited partnership can, in and of itself, result in withdrawal of the general partner and dissolution of the entity, even if the limited partnership agreement does not say so. Read about this important decision with profound implications for New York limited partnerships and their owners in this week’s New York Business Divorce.
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Court Rejects Oppressed Shareholder’s Bid for Dissolution or Buy-Out, Finds Money Damages Sufficient
Not all misconduct by majority shareholders is worthy of dissolution or a compelled buy-out. The Court’s broad power under BCL 1104-a to craft appropriate remedies also includes the power to award money damages, and dissolution may not be appropriate where the alleged shareholder oppression was a discrete, one-time transaction.
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The Purposeless Purpose Clause Rides Again

In a recent decision by Justice Andrea Masley, the court dismissed a petition to dissolve a realty holding LLC based on the operating agreement’s broad purpose clause of the any-lawful-business type. Get the full story in this week’s New York Business Divorce.
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Business Divorce Nation: A Cross-Country Tour of Recent Decisions of Interest
It’s time for another cross-country trip in this week’s New York Business Divorce which summarizes a quintet of recent appellate decisions in business divorce cases by courts outside New York. …
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Dissolve for Failure to Elect a Board? Better Demand an Election First

This week’s New York Business Divorce highlights a recent decision by Manhattan Commercial Division Justice Andrea Masley dismissing a petition to dissolve a realty holding corporation brought under the rarely used Section 1104 (c) of the Business Corporation Law for failure to hold board elections.
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No Laughing Matter: Deadlock Dissolution Petition Targets Legendary NYC Comedy Club

Even a comedy club is not exempt from the grip of a acrimonious business divorce, as you’ll learn in this week’s New York Business Divorce. …
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LLC Member’s Petition to Dissolve Boxing Club Dealt First Round KO

A judicial dissolution petition went down for the count in a recent court decision involving a two-member LLC that operates a boxing gym. This week’s New York Business Divorce has the story.
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