The Court of Appeals in Tzolis v. Wolff authorized derivative suits on behalf of LLCs. This week’s New York Business Divorce looks at two post-Tzolis lower court decisions addressing pre-action demand and contemporaneous ownership requirements for such suits.
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Standing
Spouses Holding Shares as Joint Tenants Must Jointly Petition for Corporate Dissolution
By Peter A. Mahler on
When husband and wife hold shares as joint tenants with right of survivorship, can one of them seek corporate dissolution without joining the other? Get the answer in this week’s New York Business Divorce.
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Delaware and New York Courts Agree that 50% LLC Member May Not Hire Lawyer to Represent Company Adverse to Other 50% Member
By Peter A. Mahler on
There’s been a spate of recent court decisions concerning the authority of one 50% business owner to hire counsel to represent the company adverse to the other 50% owner. This week’s New York Business Divorce looks at two new decisions, one from New York and one from Delaware.
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Continue Reading Delaware and New York Courts Agree that 50% LLC Member May Not Hire Lawyer to Represent Company Adverse to Other 50% Member
Failure to Disclose Stock Interest in Bankruptcy Petition Defeats Standing in Later Dissolution Proceeding
By Peter A. Mahler on
It’s not often that bankruptcy law intersects with corporate dissolution proceedings based on deadlock or minority shareholder oppression, but when it does, likely it’s bad news for the petitioner seeking to liquidate the company or to be bought out by another shareholder. A recent decision by Kings County Supreme Court Justice Carolyn Demarest illustrates why, in this week’s New York Business Divorce.
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Continue Reading Failure to Disclose Stock Interest in Bankruptcy Petition Defeats Standing in Later Dissolution Proceeding
Caplash Redux: 50% Member Cannot Hire Lawyer to Represent LLC in Dispute with Other 50% Member
By Peter A. Mahler on
When 50-50 business partners have a falling out, the ensuing battle for the high ground can lead one of them to take hostile action in the company’s name without the other’s consent. A new decision on the subject by Justice Kenneth Fisher launches this week’s New York Business Divorce.
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50% Shareholder May Not Sue Other 50% Shareholder in Company’s Name
By Peter A. Mahler on
Does one 50% shareholder’s greater capital contributions give him the authority to sue the other 50% shareholder in the company’s name? Get the answer in this week’s New York Business Divorce.
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Anatomy of a Dissolution Slugfest: Part IV
By Peter A. Mahler on
Posted in Dissolution Defenses, Standing
Read Part IV of a series of postings about a high-stakes dissolution donnybrook involving a luxury car dealership.
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Anatomy of a Dissolution Slugfest: Part I
By Peter A. Mahler on
Posted in Dissolution Defenses, Standing
Read the initial installment of a series of postings about a high-stakes dissolution donnybrook involving a luxury car dealership.
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LLC Members May Bring Derivative Suits
By Peter A. Mahler on
Read about a decision issued today by New York’s highest court, upholding the right of LLC members to bring derivative lawsuits on behalf of LLCs.
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Decision Highlights Interplay Between Employment Status and LLC Membership
By Peter A. Mahler on
Read about an appellate decision issued last week concerning the standing of an LLC member to seek judicial dissolution after he resigned his employment with the company.
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