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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Grounds for Dissolution
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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LLC Survives Member’s Death. Dissolution Petition Doesn’t.
Last week, the Appellate Division affirmed an order dismissing an unusual LLC dissolution petition based on the death of one of its members — 11 years earlier. Get the full story in this week’s New York Business Divorce.
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Chicken Sh*t Bingo Fans Rejoice: The Dragpipe Saloon Survives a Dissolution Scare
This week’s New York Business Divorce travels to South Dakota whose Supreme Court recently issued a noteworthy decision denying judicial dissolution of a single-asset realty holding LLC that primarily operated a bar and camping facility for only 10 days each year during the Sturgis Motorcycle Rally.
Continue Reading Chicken Sh*t Bingo Fans Rejoice: The Dragpipe Saloon Survives a Dissolution Scare