Liquidation

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Under the Business Corporation Law, must a court-appointed receiver sell at public auction realty owned by a dissolved corporation, or may the receiver offer the property in a privately negotiated sale? That’s the question presented in Matter of Darvish decided this month by Manhattan Commercial Division Justice Melvin Schweitzer. It’s in this week’s New York Business Divorce.
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Continue Reading Liquidation of Real Estate Holding Company: Public Auction or Private Sale?

A post-trial decision last month by Justice Emily Pines in Matter of Wenger, a corporate dissolution case pitting father against son, addresses novel issues concerning shareholder standing and oppression remedies. It’s in this week’s New York Business Divorce.
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Continue Reading Splitting the Baby: Court in Oppressed Shareholder Dissolution Case Divides the Company Assets

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?

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

Internecine litigations involving family-owned close corporations generate some of the murkiest fact patterns and knottiest legal issues known to the courts. This week’s New York Business Divorce looks at one such case, recently decided by Justice Bernard J. Fried, involving a family fight over a dissolved corporation, a second corporation with the same name,and real estate sale proceeds.
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Continue Reading Court Permits Direct Rather Than Derivative Recovery in Post-Dissolution Action Against Controlling Shareholder for Misappropriation of Assets Held by Second Corporation Found to be “Mere Continuation” of Dissolved Corporation

If you think you’ve seen it all when it comes to corporate dissolution contests, think again as you read this week’s New York Business Divorce which looks at a case in which one LLC member opposed the other’s dissolution petition based on the latter’s alleged mental disability.
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Continue Reading Poorly Drafted Disability Clause in Operating Agreement Provides Novel Defense to LLC Dissolution Proceeding

The Appellate Division, Third Department, has ruled that an LLC member’s fiduciary duties continue even after the de facto break-up of the company. Read about this important decision in this week’s New York Business Divorce.
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Continue Reading De Facto Dissolution of LLC Does Not Terminate Members’ Fiduciary Duty or Avoid Accounting for Subsequent Profits

A post-trial decision by Westchester Supreme Court Justice Alan Scheinkman tackles a novel remedial issue in an LLC dissolution involving 50-50 partners who went from friendship to fisticuffs over their vending machine business. Read about it in this week’s New York Business Divorce.
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Continue Reading Court Orders Return of Investment as Equitable Remedy in LLC Dissolution Proceeding