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By statute a member can seek judicial dissolution of an LLC, but can a member of a member seek dissolution by way of a derivative claim under Tzolis v. Wolff? Find out in this week’s New York Business Divorce featuring Justice Kornreich’s recent decision in JG Club Holdings, LLC v. Jacaranda Holdings, LLC.
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Continue Reading Can a Member of a Member of an LLC Sue to Dissolve the LLC?

When it comes to documenting ownership of closely held corporations, as Art Linkletter would have said, shareholders do the darndest things. There’s no better illustration of this than Matter of Sunburst Associates, Inc. decided last week by the Appellate Division, Third Department, in a judicial dissolution proceeding brought by a putative 50% shareholder. This week’s New York Business Divorce has the story.
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Continue Reading Inconsistent Documents and Conflicting Testimony Cloud Stock Ownership Issue in Corporate Dissolution Case

Dissension between members of a family-owned business can present especially difficult issues when litigation erupts. This week’s New York Business Divorce highlights recent decisions by Justices Timothy Driscoll (Nassau County), Emily Pines (Suffolk County) and Deborah Kaplan (Manhattan) involving dissolution and related claims among warring family members.
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Continue Reading A Toxic Mix of Family and Business

Earlier this month, in a case called Reichman v. Reichman, the Brooklyn-based Appellate Division, Second Department, reversed a lower court’s decision and granted a preliminary injunction in a bitter feud between father and son over the ownership of a dot-com business organized as an LLC. Don’t miss it in this week’s New York Business Divorce.
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Continue Reading Father May Not Know Best: Appeals Court Grants Injunction in Son’s Bid to Establish Majority Ownership of LLC

This week’s New York Business Divorce offers some “summer shorts” consisting of summaries of three recent decisions of interest including two by Justice Carolyn E. Demarest and a split decision by the Appellate Division, First Department.
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Continue Reading Summer Shorts: Stock Sale Under Duress and Other Recent Decisions of Interest

It’s one thing to claim that someone never became a member of an LLC, it’s another to claim that an admitted LLC member later withdrew. Justice Stephen Bucaria addresses the latter claim in his recent decision in Gitlin v. Chirinkin, featured in this week’s New York Business Divorce.
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Continue Reading Member of Real Estate LLC Never Withdrew, Held Entitled to Share of Sale Proceeds

Matter of Bernfeld, decided last week by a Brooklyn appellate panel in a signed opinion authored by Justice John Leventhal, offers a rare and fascinating encounter with an ultimately unsuccessful attempt to obtain judicial dissolution of a professional corporation under Section 1103 of the Business Corporation Law, brought by the widow of the deceased majority shareholder. If you are, or have a client who is, a co-owner of a professional corporation, do yourself a favor and read this week’s New York Business Divorce.
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Continue Reading Case Illustrates How Not to Plan for the Death of a Shareholder in a Professional Corporation

A recent decision by Nassau County Commercial Division Justice Ira Warshawsky in Bombard v. Xitenel, Inc. takes a fresh look at the contract-based rules surrounding a disputed claim of stock ownership in a company operating a genetics-testing laboratory. It’s in this week’s New York Business Divorce.
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Continue Reading Failure to “Seal the Deal” Dooms Suit to Enforce Minority Stock Ownership Claim

This week’s New York Business Divorce tells a cautionary tale of a business partnership between a lawyer and his client turned sour, as revealed in a recent decision by Nassau County Acting Supreme Court Justice Thomas Adams in Matter of Gleich (Iceland, Inc.) where the court dismissed a dissolution petition for lack of standing.
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Continue Reading Judicial Estoppel + Dead-Man’s Statute = No Standing to Seek Judicial Dissolution of Close Corporation

A recent decision by Commercial Division Justice Bernard Fried addresses an interesting issue concerning demand requirements for derivative actions involving manager-managed LLCs. Learn more in this week’s New York Business Divorce.
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Continue Reading May Majority Member of Managerless Manager-Managed LLC Maintain Derivative Action?