Can a shareholder petitioning for dissolution under Section 1104-a of the Business Corporation Law rely upon the “surcharge” provision of the statute to sue a non-shareholder, director, or officer for corporate misappropriation as an end-run around legal obstacles to an otherwise viable substative cause of action? We tackle that issue in this week’s New York Business Divorce.
Continue Reading Who Is a “Control” Person for Purposes of the Dissolution Statute’s Surcharge Provision?

New York’s statutes authorizing a judicial dissolution petition by oppressed minority shareholders, and granting respondents a corresponding right to elect to purchase the petitioner’s shares, include a provision for a “surcharge” upon controlling shareholders for wrongful dissipation or transfer of corporate assets. It’s a rarely litigated provision, as evidenced by a court decision last month which may be the first ever reported case in which a surcharge claim was upheld. Learn more in this week’s New York Business Divorce.
Continue Reading The Elusive Surcharge in Dissolution Proceedings

A recent decision by Justice Vito DeStefano highlights the choices to be made by a 50% shareholder when choosing the statutory basis for dissolution, and the effect the choice has on available remedies. The case is featured in this week’s New York Business Divorce.
Continue Reading Choose the Right Dissolution Statute for the Right Remedy

A recent decision by Queens County Commercial Division Justice Orin Kitzes in Matter of Adelstein illustrates the crucial role of forensic accounting in testing and adjusting a company’s financial statements for purposes of stock valuation in an oppressed minority shareholder case. Read more in this week’s New York Business Divorce.

Continue Reading Forensic Accounting Helps Wins the Day in Oppressed Shareholder Stock Valuation Proceeding

The case of Pappas v. Corfian makes a return appearance in this week’s New York Business Divorce on the occasion of an action-packed decision last month by Brooklyn Supreme Court Justice Jack Battaglia granting a petition for dissolution based on shareholder oppression. You won’t want to miss it.

Continue Reading Final Round of Corfian Case Features Diverse Dissolution Issues

A rare case stemming from a petition to dissolve a residential co-op corporation is the subject of this week’s New York Business Divorce. The decision by Justice Carolyn Demarest in McDaniel v. 162 Columbia Heights addresses challenging valuation issues for this unique type of business corporation.

Continue Reading Valuing Shares in a Residential Co-op Corporation: Is the Whole Worth More Than the Sum of its Parts?