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

Can majority members of an LLC withdraw a dissolution claim, over two years into the case, for the purpose of enforcing against a minority member the LLC agreement’s non-compete provision which, by its terms, lapses upon dissolution? Find out in this week’s New York Business Divorce.
Continue Reading Court Rebuffs Dissolution Withdrawal in Denying Enforcement of Non-Compete

The decision highlighted in this week’s New York Business Divorce may not be new, but it is one that deserves serious attention as a possible remedial template in deadlock dissolution cases, where one 50% owner with operational control uses it as a sword to force the other 50% owner to accept an under-valued buyout.
Continue Reading How Should Courts Maximize Shareholder Value When Dissolving Deadlocked Companies?

“I’ll sell you my shares, but you’ll have to take my job, too.” That’s the upshot of a recent decision by Commercial Division Justice Elizabeth H. Emerson, holding that a right of first refusal in a shareholders’ agreement required any third-party buyer to assume the selling shareholder’s job responsibilities, and on that basis invalidating a minority shareholder’s attempt to sell his shares to his father. Learn more in this week’s New York Business Divorce.

Continue Reading Court Invalidates Father-Son Stock Transfer Under Right of First Refusal

This week’s New York Business Divorce examines a fascinating post-trial decision last month by Justice Emily Pines in which the court resolved competing claims by a medical practice and one of its members who was expelled in the aftermath of a contentious acquisition of an ambulatory surgery center. You won’t want to miss it.

Continue Reading Anesthesiology Practice Undergoes “Legal Equivalent of a Proctology Exam” in Shareholder Dispute