A recent decision by Nassau County Commercial Division Justice Ira Warshawsky in Bombard v. Xitenel, Inc. takes a fresh look at the contract-based rules surrounding a disputed claim of stock ownership in a company operating a genetics-testing laboratory. It’s in this week’s New York Business Divorce.
Continue Reading Failure to “Seal the Deal” Dooms Suit to Enforce Minority Stock Ownership Claim
Standing
Judicial Estoppel + Dead-Man’s Statute = No Standing to Seek Judicial Dissolution of Close Corporation
By Peter A. Mahler on
Posted in Bankruptcy, Standing
This week’s New York Business Divorce tells a cautionary tale of a business partnership between a lawyer and his client turned sour, as revealed in a recent decision by Nassau County Acting Supreme Court Justice Thomas Adams in Matter of Gleich (Iceland, Inc.) where the court dismissed a dissolution petition for lack of standing.
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Continue Reading Judicial Estoppel + Dead-Man’s Statute = No Standing to Seek Judicial Dissolution of Close Corporation
May Majority Member of Managerless Manager-Managed LLC Maintain Derivative Action?
By Peter A. Mahler on
A recent decision by Commercial Division Justice Bernard Fried addresses an interesting issue concerning demand requirements for derivative actions involving manager-managed LLCs. Learn more in this week’s New York Business Divorce.
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Continue Reading May Majority Member of Managerless Manager-Managed LLC Maintain Derivative Action?
A Few Dissolution Case Tidbits
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.
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Continue Reading A Few Dissolution Case Tidbits
Appellate Court Rejects Mandatory Stock Buyback Triggered by Dissolution Petition
By Peter A. Mahler on
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.).
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Continue Reading Appellate Court Rejects Mandatory Stock Buyback Triggered by Dissolution Petition
Disputes Over Shareholder Status in Close Corporations Continue to Vex Courts
By Peter A. Mahler on
Posted in Access to Books and Records, Standing
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.
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Continue Reading Disputes Over Shareholder Status in Close Corporations Continue to Vex Courts
Dispute Over Authenticity of Operating Agreement Leads to Reversal of Order Summarily Granting LLC Dissolution
By Peter A. Mahler on
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.
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Continue Reading Dispute Over Authenticity of Operating Agreement Leads to Reversal of Order Summarily Granting LLC Dissolution
Contender to 50% Stock Interest Wins Decisive Round in Battle Over Nominee Agreement
By Peter A. Mahler on
Posted in Standing
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.
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Continue Reading Contender to 50% Stock Interest Wins Decisive Round in Battle Over Nominee Agreement
Delaware Chancery Court Rulings Interpret Member Rights to Inspect LLC’s Books and Records
By Peter A. Mahler on
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.
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Continue Reading Delaware Chancery Court Rulings Interpret Member Rights to Inspect LLC’s Books and Records
Controlling Shareholder’s Unreasonable Refusal to Admit Petitioners’ Stock Ownership Constitutes Ground for Corporate Dissolution, Incurs Award of Attorney’s Fees
By Peter A. Mahler on
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.
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Continue Reading Controlling Shareholder’s Unreasonable Refusal to Admit Petitioners’ Stock Ownership Constitutes Ground for Corporate Dissolution, Incurs Award of Attorney’s Fees