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.
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Business Divorce, Brooklyn Style

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.
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Defendant Dissolves Mid-Lawsuit: What’s the Creditor’s Remedy?

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.
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Disguised Agreements and Dissolution

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.
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The Doctrine of Tax Estoppel in Ownership Status Disputes

In this week’s New York Business Divorce, read about the history and development of the doctrine of tax estoppel, including two strands of competing case law emanating from a pair of New York State Court of Appeals decisions reaching opposite conclusions about the extent to which one may prove ownership status in a closely-held business based upon estoppel.
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Civil RICO: A Blunt But Elusive Tool in Business Divorce Cases

Can the federal statute that brought down John Gotti also play a role in business divorce litigation? This week’s New York Business Divorce looks at the sparse and largely if not entirely unsuccessful role the Racketeer Influenced and Corrupt Organization Act a/k/a RICO has played in litigation between co-owners of closely held firms.
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When Estate Plans and Stock Transfer Restrictions Collide

In this week’s New York Business Divorce, we discuss a recent decision serving as a reminder to corporate shareholders planning to bequeath their shares of stock to ensure no contracts prohibit them from doing so, lest they leave behind a very disappointed beneficiary.
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Dissolve for Failure to Elect a Board? Better Demand an Election First

This week’s New York Business Divorce highlights a recent decision by Manhattan Commercial Division Justice Andrea Masley dismissing a petition to dissolve a realty holding corporation brought under the rarely used Section 1104 (c) of the Business Corporation Law for failure to hold board elections.
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Will the Pandemic Be a Boon for Future LLC Dissolution Claimants?

In this week’s New York Business Divorce, we consider a remarkably thoughtful opinion by Commercial Division Justice Jennifer G. Schecter containing some noteworthy hints about the future of LLC dissolution claims in light of the coronavirus pandemic and its catastrophic economic impact on New York closely-held businesses.
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The Pre-Suit Demand Requirement for a Corporation in Liquidation or Receivership

In this week’s New York Business Divorce, we consider a thoughtful decision from Manhattan Commercial Division Justice Andrea J. Masley about the rules for pleading pre-suit demand or demand futility upon a “liquidator” appointed to wind up the affairs of the corporation, including the rarely-litigated concept that allegations of pre-suit demand or demand futility can potentially “relate back” to a prior pleading that is “validly in litigation.”…
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