Last year, in Pokoik v Norsel Realties, the trial court cited the plaintiff’s “litigious nature” and personal animus in dismissing his derivative claims based on conflict of interest. You’ll be interested to learn in this week’s New York Business Divorce that an appellate panel last week reversed the decision and reinstated the claims based on its finding that the parties’ relationship was not “especially acrimonious.”
Continue Reading
Partnerships
Rare Partnership Dissolution Decision Applies Deadlock Standard to Dissolution Under Partnership Law
By Franklin C. McRoberts on
Is there a meaningful difference between the deadlock standard for judicial dissolution under the Partnership Law and the Business Corporation Law? Perhaps. Read on in this week’s New York Business Divorce.…
Continue Reading
Calling an Organization a Partnership Doesn’t Make it One, But Not Calling it a Partnership Doesn’t Make it Not One. Got It?
By Peter Mahler on
Posted in Partnerships
This week’s New York Business Divorce looks at partnerships — what gives them legal recognition and what doesn’t — in light of a recent appellate ruling dismissing a claim for breach of an oral partnership agreement. …
Continue Reading
It’s a Partnership! No, It’s an LLC! No, It’s Both!
By Peter Mahler on
It’s common practice to convert old realty-holding general partnerships to LLCs for financing and liability purposes. Given that partnerships and LLCs are distinct entity forms governed by distinct statutes, can a pre-conversion partnership agreement nonetheless be enforced among the post-conversion LLC members? Find out in this week’s New York Business Divorce. …
Continue Reading
In Dispute Over Partnership’s Conversion to LLC, Court Finds No Duty to “Spoon-Feed” Sophisticated Investor
By Peter Mahler on
Posted in LLCs, Partnerships
The Latin maxim, “equity aids the vigilant, not those who slumber on their rights,” steals the show in this week’s New York Business Divorce featuring a recent New Jersey appellate ruling affirming the dismissal of a challenge to the conversion of a limited partnership to an LLC.…
Continue Reading
Suing on Behalf of People You’re Suing Can Sink a Derivative Lawsuit — Especially If You Have a Litigious Nature
By Peter Mahler on
The Manhattan Commercial Division recently dismissed derivative claims by a partner in a family-owned realty partnership based on conflicts of interest and his “litigious nature”. Learn more about this unusual and instructive case in this week’s New York Business Divorce. …
Continue Reading
A Pair of Unbrotherly Business Altercations Go to Trial
By Peter Mahler on
This week’s New York Business Divorce features a pair of post-trial decisions by Justice Timothy Dufficy in two cases — one seeking dissolution of an LLC, the other seeking to establish a de facto partnership — both of which involved contested ownership as between two sets of brothers.…
Continue Reading
Winter Case Notes: De Facto Partnership and Other Recent Decisions of Interest
This week’s New York Business Divorce offers its annual Winter Case Notes with synopses of four recent decisions by Supreme Court Justices Elizabeth Emerson, Stephen Bucaria, and Charles Ramos in cases involving partnership, close corporation, and LLC disputes.…
Continue Reading
Court of Appeals to Decide Controversial Partnership Dissolution Case
By Peter Mahler on
New York’s highest court last week agreed to hear an appeal in a case that raises important issues concerning wrongful dissolution, damages, and valuation discounts under New York’s partnership law. Learn more in this week’s New York Business Divorce.…
Continue Reading
Limited Partners Take a Licking in Two Delaware Supreme Court Decisions
By Peter Mahler on
A pair of important decisions last month by the Delaware Supreme Court handed defeats to limited partners challenging conflicted asset sales by the general partner. Learn more in this week’s New York Business Divorce.…
Continue Reading