Standing

Subscribe to Standing via RSS

It’s summertime, the livin’ is easy and the fare is lighter in this week’s New York Business Divorce featuring short summaries of a few decisions on diverse issues in shareholder disputes decided by Nassau County Justice Stephen Bucaria and Manhattan Justices Jane Solomon and Debra James.
…
Continue Reading A Few Dissolution Case Tidbits

This week’s New York Business Divorce revisits an important topic, involving mandatory stock buybacks triggered by the filing of a dissolution petition, prompted by a recent decision by an upstate appellate court in Matter of Stevens (Allied Builders, Inc.).
…
Continue Reading Appellate Court Rejects Mandatory Stock Buyback Triggered by Dissolution Petition

Kun v. Fulop, decided last month by the Appellate Division, Second Department, is one of those cases that inspires the saying, If you want to ruin a good friendship, go into business together. Get the story in this week’s New York Business Divorce.
…
Continue Reading Disputes Over Shareholder Status in Close Corporations Continue to Vex Courts

The hydra-headed Ficus Investments litigation is the gift that keeps on giving, at least to students of business divorce. This week’s New York Business Divorce highlights the latest appellate decision in the case, in which the court reversed an order dissolving the limited liability company that managed the mortgage business at the center of the melee.
…
Continue Reading Dispute Over Authenticity of Operating Agreement Leads to Reversal of Order Summarily Granting LLC Dissolution

The fascinating case of Yemini v. Goldberg, involving the enforceability of a Nominee Agreement between two 50% shareholders, makes its second appearance in this week’s New York Business Divorce on the occasion of a new decision in the case by Justice Stephen Bucaria.
…
Continue Reading Contender to 50% Stock Interest Wins Decisive Round in Battle Over Nominee Agreement

Actions by non-managing business owners to gain access to company books and records are often precursors to dissolution or other more momentous litigation. The Delaware Court of Chancery recently issued several decisions in books and records actions involving LLCs which may provide guidance in cases involving New York LLCs as well. Catch up with the developments in this week’s New York Business Divorce.
…
Continue Reading Delaware Chancery Court Rulings Interpret Member Rights to Inspect LLC’s Books and Records

A fight over ownership of a Long Island marina leads to an order granting corporate dissolution and awarding counsel fees based on the controlling shareholders’ unreasonable denial of the petitioning shareholders’ 50% ownership. Read about Justice Stephen Bucaria’s decision in Rosenfeld v. Luccaro in this week’s New York Business Divorce.
…
Continue Reading Controlling Shareholder’s Unreasonable Refusal to Admit Petitioners’ Stock Ownership Constitutes Ground for Corporate Dissolution, Incurs Award of Attorney’s Fees

Ex-convict Chip Watkins likely thought he’d paid his debt to society when he completed his jail sentence. As it turned out, however, Watkins short-changed society by failing to disclose to the authorities his claimed $600,000 investment in a closely held real estate company. In this week’s New York Business Divorce, find out how Watkin’s omission dashed his hopes of recovery in a shareholder derivative action recently dismissed by Justice Emily Pines.
…
Continue Reading Judicial Estoppel Doctrine Defeats Ex-Convict’s Standing to Bring Shareholder Derivative Action Based on Failure to Disclose Alleged Stock Interest to Probation Authorities at Time of Sentencing

The grant or denial of preliminary injunctive relief at the outset of a dissolution proceeding can make a critical difference in the events that follow. This week’s New York Business Divorce looks at two back-to-back decisions by Justice Orin Kitzes, one denying and one granting injunctive preliminary relief, in cases that otherwise have a lot in common.
…
Continue Reading A Tale of Two Preliminary Injunction Applications in Corporate Dissolution Cases Decided Three Days Apart, Same Issue, Same Judge, Different Outcomes

The hiring by one 50% business owner of legal counsel to take action in the company’s name against the other 50% owner is a frequent source of litigation. This week’s New York Business Divorce revisits the Caplash case, which involved this issue in the LLC context, on the occasion of a new decision by the Appellate Division, Fourth Department, affirming rulings by Justice Kenneth Fisher.
…
Continue Reading Appellate Court Affirms Caplash Ruling Rejecting Authority of 50% LLC Member to Hire Company Counsel in Proceedings Against Other 50% Member