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Say goodbye to Joe the Plumber, say hello to Joe the Shareholder who makes his debut in this week’s New York Business Divorce as we examine the rights under employment law of a minority shareholder whose employment with his own company is terminated by the controlling shareholders.
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Continue Reading Dissolution May Be Sole Remedy When Minority Shareholder’s At-Will Employment is Terminated

“Eat and drink with your relatives; do business with strangers.” This Greek proverb gets sorely tested by the case featured in this week’s New York Business Divorce, involving a Greek restaurant business in which one of the shareholders died after filing for dissolution and the other then sought to enforce a buyback provision in the shareholders’ agreement.
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Continue Reading Court Enforces Stock Buyout Triggered by Shareholder’s Death Notwithstanding Pending Dissolution Proceeding

Professional service corporations are “interesting” and “strange creatures”, says Justice Ira B. Warshawsky in a recent decision rejecting a claim for statutory buyout in a suit brought by a terminated partner in a law firm organized as a professional corporation. Get the story in this week’s New York Business Divorce.
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Continue Reading Terminated Member of Professional Corporation is Not Entitled to Statutory Stock Redemption

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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Continue Reading Post-Tzolis Rulings Address Demand and Contemporaneous Ownership Requirements for LLC Derivative Actions

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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Continue Reading Spouses Holding Shares as Joint Tenants Must Jointly Petition for Corporate Dissolution

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

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

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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Continue Reading Caplash Redux: 50% Member Cannot Hire Lawyer to Represent LLC in Dispute with Other 50% Member