Equitable dissolution of LLCs may not sound familiar to business divorce mavens, but that could change after last week’s decision by Vice Chancellor Laster of the Delaware Chancery Court in a case involving the Tom James custom apparel company. Read more in this week’s New York Business Divorce.
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Standing
Not Your Father’s Derivative Action
By Peter A. Mahler on
This week’s New York Business Divorce travels upstate, to Buffalo, where a most interesting dispute between 50/50 members of a realty company has played out in litigation before Justice Timothy Walker, focusing on the rights of the non-managing member to bring a derivative summary eviction proceeding against the LLC’s sole tenant. …
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Round-Up of Recent Business Divorce Cases From Across the Country
By Peter A. Mahler on
Take a trip across the country with this week’s New York Business Divorce, as it examines five appellate decisions last year by courts outside New York in business divorce cases. …
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Take the 50% Shareholder/Dissolution Pop Quiz!
By Peter A. Mahler on
Think you know the rules governing a 50% shareholder’s standing to seek statutory and common-law judicial dissolution of a closely held corporation? Test yourself with a pop quiz in this week’s New York Business Divorce.
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Understanding Standing in Corporate Dissolution Cases
By Peter A. Mahler on
Posted in Standing
This week’s New York Business Divorce offers a primer on the fundamental issue of standing to seek judicial dissolution of a closely held business corporation, featuring a review of the statutory criteria and related case law. …
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Buy-Out Interruptus: Court Okays New Suit Five Years After Unconsummated Election to Purchase in Prior Dissolution Case
By Peter A. Mahler on
In this week’s New York Business Divorce, find out how Justice Vito DeStefano ruled when asked to dismiss a damages suit by a minority shareholder against the majority shareholder, brought years after the minority shareholder abandoned a prior dissolution proceeding in which the majority shareholder elected to purchase.
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Summer Shorts: Director Removal and Other Recent Decisions of Interest
This week’s New York Business Divorce offers short summaries of three recent decisions of interest by Commercial Division Justices Melvin Schweitzer, Carolyn Demarest, and Marcy Friedman in which the courts addressed interesting issues concerning shareholder standing to seek removal of a director and dissolution of a wholly-owned subsidiary; venue in dissolution proceedings; and application of CPLR 205’s savings provision to the statute of limitations in a dissolution case.
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Is Denial of Shareholder Status Shareholder Oppression?
By Peter A. Mahler on
Posted in Grounds for Dissolution, Standing
A recent decision by Justice Marcy Friedman draws attention to a somewhat rare breed of minority shareholder oppression involving the controlling shareholder’s repudiation of the petitioner’s stock ownership. It’s a case you won’t want to miss, in this week’s New York Business Divorce.
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The Oral LLC Agreement: Boon or Bane?
By Peter A. Mahler on
Unlike many states including Delaware, whose statutes authorize oral LLC agreements, New York’s LLC Law mandates a written operating agreement. A recent decision by the Appellate Division, First Department, permitting a claim based on an alleged oral LLC agreement to go forward, prompts examination of the pros and cons of oral LLC agreements, in this week’s New York Business Divorce. …
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Court Permits Freeze-Out Merger on Eve of Trial of Shareholder Derivative Action
By Peter A. Mahler on
A shareholder’s derivative action alleging misappropriation and waste by the controlling shareholders, filed in 2009, was scheduled for trial earlier this month. About three weeks before trial, the controlling shareholders initiated a freeze-out merger for the specific purpose of defeating the suing shareholder’s standing to maintain the action. Did it work? Find out in this week’s New York Business Divorce.
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