In this week’s New York Business Divorce learn whether, and if so, under what circumstances, the New York Surrogate’s Court can compel an accounting of a non-party business entity in which a decedent’s estate holds a minority stake.
Continue Reading Surrogate’s Court Jurisdiction to Resolve Close Business Owner Disputes
New York law regards a shareholder derivative plaintiff’s standing as fundamentally distinct from the plaintiff’s individual capacity. That leads to problems where a shareholder derivative defendant hopes to counterclaim against the plaintiff for personal liabilities. Read about this problem, and whether it forecloses direct counterclaims against shareholder derivative plaintiffs, in this week’s New York Business Divorce.
Continue Reading Can a Shareholder Suing Derivatively Face Countersuit Individually?
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
What happens when you cross an at-will employment agreement with a mandatory redemption requirement at a deeply discounted price? Find out in this week’s post.
Continue Reading At-Will Employment Agreement Plus Mandatory Redemption Clause Leaves Minority Shareholder-Employees Out in the Cold
In this week’s New York Business Divorce we take a deep dive into the law of res judicata and collateral estoppel, tackling a recurring issue in business divorce litigation: re-litigation following standing-based dismissals.
Continue Reading Legal Déjà Vu: The Law of Preclusion and Re-Litigation of Standing-Based Dismissals
“Legally fascinating” is how the court, in a dispute between the owners of Newsweek, described the “two distinct lines” of case precedent concerning the ability of one 50% shareholder to bring suit in the company’s name against the wishes and interests of the other 50% shareholder. Read about it in this week’s New York Business Divorce.
Continue Reading Can One 50% Shareholder Sue the Other in the Company Name on the Company Dollar? Answer: It Depends
Test your business divorce chops with a pop quiz in this week’s New York Business divorce featuring a series of questions involving cash-out mergers, fiduciary duty, and judicial dissolution of LLCs and close corporations.
Continue Reading Take the Business Divorce Pop Quiz!
If you think Brooklyn is still a backwater to Manhattan when it comes to important business litigation, think again. This week’s New York Business Divorce looks at a handful of recent decisions in shareholder disputes by prolific Justice Leon Ruchelsman of the Brooklyn Supreme Court’s Commercial Division.
Continue Reading Business Divorce, Brooklyn Style
This week’s New York Business Divorce involves an unusual procedural motion by a plaintiff to convert its lawsuit from a plenary action to a special proceeding under Section 1008 of the Business Corporation Law to adjudicate an individual’s shareholder’s liability for the corporation’s alleged breaches of contract and torts. May plaintiffs use BCL 1008 as an alternative to a veil piercing claim? Can corporate creditors use BCL 1008 to intervene in a judicial dissolution proceeding? Learn the answers in this week’s New York Business Divorce.
Continue Reading Defendant Dissolves Mid-Lawsuit: What’s the Creditor’s Remedy?
This week’s New York Business Divorce highlights a pair of recent decisions in judicial dissolution cases in both of which one side claimed to be the 100% owner notwithstanding documents indicating otherwise.
Continue Reading Disguised Agreements and Dissolution