A decision last month by Justice Robert Bruno foiled a convicted felon’s attempt to assign to his wife his 50% membership interest in two realty holding LLCs. Find out more in this week’s New York Business Divorce.
Continue Reading How Good is Your Operating Agreement’s Anti-Assignment Clause?
Does an LLC subscription agreement, barring transfer of “any interest therein,” bar the later transfer of the acquired membership interest? The answer, recently provided by a Manhattan appellate panel in Gartner v. Cardio Ventures, LLC, is discussed in this week’s New York Business Divorce.
Continue Reading LLC Subscription Agreement No Bar to Transfer of Membership Interest
Justice Carolyn Demarest issued a noteworthy decision this month in Camuso v. Brooklyn Portfolio LLC, in which she resolved a three-way dispute over the transfer of a general and limited partnership interest as part of a divorce settlement. Get the full story in this week’s New York Business Divorce.
Continue Reading Divorce Settlement, Tax Returns Trump Partnership Agreement’s Transfer Restrictions
“I’ll sell you my shares, but you’ll have to take my job, too.” That’s the upshot of a recent decision by Commercial Division Justice Elizabeth H. Emerson, holding that a right of first refusal in a shareholders’ agreement required any third-party buyer to assume the selling shareholder’s job responsibilities, and on that basis invalidating a minority shareholder’s attempt to sell his shares to his father. Learn more in this week’s New York Business Divorce.
Continue Reading Court Invalidates Father-Son Stock Transfer Under Right of First Refusal
Justice David Schmidt of the Kings County Commercial Division issued a decision last week holding that, absent stock transfer restrictions in the shareholders’ agreement, a close corporation shareholder has no fiduciary duty requiring that the shares of a departing shareholder be offered pari passu to the remaining shareholders. Get the details in this week’s New York Business Divorce.
Continue Reading There’s No Fiduciary Duty to Share and Share Alike for Shares of Stock
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.
Continue Reading Case Illustrates How Not to Plan for the Death of a Shareholder in a Professional Corporation
It’s the third anniversary of New York Business Divorce, and what better way to celebrate the occasion, and the New Year, than a look back at 2010’s top-ten business divorce cases.
Continue Reading Top 10 Business Divorce Cases of 2010
A highly instructive decision by Westchester Commercial Division Justice Alan D. Scheinkman in Matter of Piekos (Home Studios Inc.) grabs the spotlight in this week’s New York Business Divorce. The question presented: Does the mere filing of a dissolution petition by an allegedly oppressed minority shareholder trigger a mandatory buyback of the petitioner’s shares at book value under the terms of the shareholders’ agreement?
Continue Reading Decision Breaks New Ground in Dispute Over Enforcement of Stock Buyback Triggered by Filing of Dissolution Petition
This week’s New York Business Divorce revisits an important topic, involving mandatory stock buybacks triggered by the filing of a dissolution petition, prompted by a recent decision by an upstate appellate court in Matter of Stevens (Allied Builders, Inc.).
Continue Reading Appellate Court Rejects Mandatory Stock Buyback Triggered by Dissolution Petition
The right of first refusal, commonly used to restrict stock transfers in closely held corporations, continues to live up to its reputation as one of the most reliable generators of employment for litigation attorneys in Giaimo v. EGA Associates Inc., in which the Appellate Division, First Department, recently reversed a lower court’s ruling denying summary judgment in a battle for corporate control between brother and sister. It’s in this week’s New York Business Divorce.
Continue Reading Court Invalidates Control-Shifting Stock Transfer Made in Violation of Corporation’s Right of First Refusal