A very interesting decision earlier this month by Justice Eileen Bransten in Doppelt v. Smith addressed whether a minority limited partner’s right to seek judicial dissolution was preempted by the partnership agreement’s provision authorizing dissolution upon the consent of a majority of the limited partnership interests. Read more in this week’s New York Business Divorce.
Continue Reading Court Enforces Waiver of Limited Partner’s Right to Seek Judicial Dissolution — Or Did It?
Standing
Business Divorce Case Reaches End of Long and Winding Road
By Peter A. Mahler & Franklin C. McRoberts on
A shareholder dispute spanning seven years of litigation in New York and Delaware came to an end last week with the latter state’s highest court’s refusal to rehear the case. This week’s New York Business Divorce highlights two of the many issues raised along the way: whether Delaware law recognizes a common-law claim for minority shareholder oppression, and the validity of a reverse stock split and cash-out of the minority shareholder that deprived her of standing to pursue derivative claims. …
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Fifty Years a Stockholder, Six Years to Prove it in Court
By Peter A. Mahler on
An appellate ruling last week in Zwarycz v, Marnia Construction, Inc. illustrates the heavy price of neglect to issue stock certificates or follow other formalities in closely held corporations — a price paid in years of litigation over stock ownership. Learn more in this week’s New York Business Divorce. …
Continue Reading Fifty Years a Stockholder, Six Years to Prove it in Court
Delaware Chancery Court Endorses Equitable Dissolution of LLC
By Peter A. Mahler on
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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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.
Continue Reading Take the 50% Shareholder/Dissolution Pop Quiz!
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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