In this week’s New York Business Divorce, we consider the problem of concurrent, overlapping business and marital dissolution proceedings, including a small but growing body of case law addressing how to prioritize one over the other. For judges and lawyers accustomed to commercial courts exercising their jurisdictional powers broadly, the result may be surprising.
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Ambiguous Agreement, Clear Consequences
More than any other entity, Limited Liability Companies are most prone to informal, ambiguous deals among their owners, which become a font for litigation down the road. 2024 begins with a federal trial over an ambiguous, oral agreement.
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Top 10 Business Divorce Cases of 2023
New York Business Divorce proudly presents its 16th annual list of the past year’s ten most noteworthy business divorce cases, along with short summaries and links to prior posts on the featured cases.
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A Lifeline for the Stale “Schedule A”
An Operating Agreement that calls for “annual updates” to its dissolution procedures is begging for trouble. This week’s post demonstrates why.
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“Irreparable Harm” and Injunctions in Close Business Owner Disputes
In this week’s New York Business Divorce, read about some of the many ways courts find “irreparable harm” warranting injunctive relief in business divorce disputes.
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Judicially Expelled Member Pays Heavy Price For Abandoning LLC
This week’s New York Business Divorce highlights a fascinating New Jersey case in which the court expelled the minority member of an LLC after it abandoned the venture and withdrew its financial support.
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A Potent Combo: Misappropriation of Corporate Opportunity Meets Faithless Servant
In this week’s New York Business Divorce, read about the potent convergence in a recent decision of two common-law fiduciary duty principles: the corporate opportunity and faithless servant doctrines.
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Proceed with Caution: Strategy Considerations Before Making a Books and Records Demand
The relative simplicity of a books and records demand can be disarming. But books and records demands sometimes raise critical issues that can dramatically alter the case going forward.
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New York LLC Caselaw’s Greatest Hits
This week’s New York Business Divorce presents a retrospective assessment of the state of New York law concerning LLC business divorce, including summaries of the most significant court decisions, adapted from a recent presentation at the Eileen Bransten Institute on Complex Commercial Litigation.
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How to Stop a Cash-Out Merger from Cancelling Your Shares
If you want to challenge a proposed freeze-out merger that will extinguish your shares of a New York corporation, this week’s post gives you the playbook.
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