One might assume that pending legal matters at the time of a law partnership’s dissolution are firm assets or property. Not so, held the New York Court of Appeals in a ruling that practically guarantees prolonged litigation over the correct valuation and allocation of contingency fee cases when law partnerships dissolve. Read about one recent example in this week’s New York Business Divorce.
Let’s Talk (Again) About the Implied Covenant of Good Faith and Fair Dealing in Owners Agreements
Two decisions—just over 10 weeks apart—show business divorce litigants the power and limitations of the implied covenant of good faith and fair dealing.
“Knowing” and “Intentional” Defalcation Yields Goliath Punitive Damages Award
Sometimes, we encounter business owners who just can’t seem to differentiate themselves from the businesses they own. In this week’s New York Business Divorce, the owner of an automobile dealership group had the book thrown at him with a massive punitive damages award after helping himself to the business’s working capital.
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First Department Upholds Minority’s Unilateral Termination of Majority-Appointed CEO Over Majority’s Objections
Can a three-person minority outvote a four-person majority to oust the majority-appointed, longtime CEO of a profitable company (who also happens to be the founder of the company) in a vote requiring supermajority approval?
The math ain’t mathing, you may be saying to yourself.
But today, we explore a case—SJI Renewable Entery Ventures LLC,
The BCL § 1118 Buyout Election: A Powerful Defense. With Limits.
The BCL § 1118 buyout election is a mighty litigation tool, capable of thwarting judicial dissolution, capable even of thwarting an injunction. But it is not a panacea. Read about the powers and limitations of the statutory buyout election in this week’s New York Business Divorce.
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For Close Business Owners, the Toothless Notice of Pendency Remedy Unexpectedly Gets Some Bite
New York appellate case law invariably holds that a closely-held business owner lacks a direct property interest or right in the entity’s underlying real estate asset to support a Notice of Pendency. But in this week’s New York Business Divorce, we feature an uncommon motion court decision declining to vacate a Notice of Pendency placed by an LLC member upon the entity’s real estate asset to thwart the property’s sale to a third-party buyer. Is this recent decision an outlier, or the birth of an exception to the rule?
Bless This Mess: New York Court Shuts Down Attempted Early Ouster of Restauranteur From Managing His Own Restaurant
This week’s New York Business Divorce features a failed attempt at removing restaurant manager on a preliminary injunction motion.
I’ll Have a Bacon Cheeseburger, Hold the Pickle and LLC Dissolution
On the menu in this week’s New York Business Divorce is a case about a restaurant menu, literally, and the disputed changes to it made by a 50% member of the operating LLC.
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Fact Issues and Credibility Determinations on Injunction Motions
To what extent do sharply disputed issues of fact preclude injunctive relief in business divorce cases? Read about an illuminating decision from Albany County Commercial Division Justice Richard Platkin addressing this question in this week’s New York Business Divorce.
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Summer Shorts: LLC Dissolution and Other Recent Decisions of Interest
It’s that time of year again! This 12th annual edition of Summer Shorts presents brief commentary on five recent decisions of interest in business divorce cases in the New York courts.
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