These days general partnership decisions are rare. This general partnership rule is unprecedented: continuing to run an at-will partnership post-dissolution results in the partnership’s reconstitution even if the majority is actively suing for judicially supervised wind up. Does that sound right? Get our take in this week’s New York Business Divorce.
Continue Reading A General Partnership in Perpetual Enmity
This weeks New York Business Divorce proudly presents the 13th annual edition of Summer Shorts featuring brief commentary on five recent decisions of interest in business divorce cases in the New York courts.
Continue Reading Summer Shorts: Equitable Contribution, Stock Redemption, and Other Recent Decisions of Interest
In this week’s New York Business Divorce, we take a foray into the law of employment and restrictive covenants inspired by a recent decision from New York County Commercial Division Justice Robert R. Reed rejecting a challenge to the enforceability of non-solicitation covenants in the limited partnership agreements of investment banking powerhouse Parella Weinberg Partners.
Continue Reading Business Divorce and Restrictive Covenants
This week’s New York Business Divorce offers a trifecta of sorts, offering summaries of three recent decisions, one involving an LLC, another a partnership, and another a close corporation.
Continue Reading Recent Decisions Enforce LLC Member’s Right of First Refusal, Restrict Partnership Accounting, and Allow Damages Claim for Breach of Oral Shareholders Agreement
In this week’s New York Business Divorce, read about a recent decision dismissing a partnership dissolution petition finding the alleged partnership unenforceable under the doctrine of illegality. Outcomes like this are rare. Learn why in this week’s article.
Continue Reading The “Illegality” Defense to Partnership Formation
State courts far and away are the dominant arena for business divorce litigation. Just for kicks if not giggles, this week’s New York Business Divorce takes a look at some recent cases involving partnership disputes decided by federal courts.
Continue Reading Federal Courts Wade Into Business Divorce: Recent Decisions of Interest
Last week, the Court of Appeals announced a major clarification of the law of advancement and indemnification of legal fees in disputes among closely-held business owners. Read about it in this week’s New York Business Divorce.
Continue Reading Warning: If You Want Legal Fee Advancement or Indemnification, You May Need to Amend Your Partnership, Shareholder, or Operating Agreement
A recent New Jersey appellate ruling in a wrongful dissolution case involving a partnership presents a clear contrast with New York’s contract-centric approach. Read about it in this week’s New York Business Divorce.
Continue Reading Wrongful Dissociation Under RUPA: Toto, We’re Not in New York Anymore
This week’s New York Business Divorce uses a recent decision in a dispute involving a law firm LLP to explore the issue of “sharing of losses” and whether it is an essential element in establishing one’s status as a partner of a partnership.
Continue Reading Is Loss Sharing an “Indispensable Essential” of Partnership?
In this week’s New York Business Divorce, read about a brand new decision considering the correct interpretation of a rarely-litigated statute: Section 1006 of the Limited Liability Company Law authorizing partnership to LLC conversions. The decision provides transactional lawyers useful guidance to structure such a reorganization to potentially avoid a limited partner’s right to dissent from the transaction and seek fair value in an appraisal proceeding.
Continue Reading A Fresh Take on Partnership to LLC Conversions