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.
Continue Reading A Potent Combo: Misappropriation of Corporate Opportunity Meets Faithless Servant
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.
Continue Reading Proceed with Caution: Strategy Considerations Before Making a Books and Records Demand
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.
Continue Reading New York LLC Caselaw’s Greatest Hits
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.
Continue Reading How to Stop a Cash-Out Merger from Cancelling Your Shares
In this week’s New York Business Divorce, read about a rare punitive damages award in a business divorce case after a majority owner misappropriated a 25% interest in a sushi restaurant, secretly transferred the entity’s assets to another he owned, then dissolved the original, all unbeknownst to the minority owner.
Continue Reading Bad Things Can Happen When You Steal a Business from a Minority Co-Owner
This week’s New York Business Divorce looks at the courts’ powers to order equitable remedies short of dissolution in judicial dissolution cases involving LLCs, featuring a highly unusual case from Mississippi.
Continue Reading The Magnolia State Wins the Prize for Novel Alternative Remedies in LLC Dissolution Cases
How does the First Department tackle competing interpretations of an LLC operating agreement? This week’s post explains.
Continue Reading Dissolution Defined: The First Department’s Recent Guidance on Interpreting Operating Agreements
In this week’s New York Business Divorce, read about the principle of election of remedies for claims of fraud and the painful lesson a defrauded LLC investor learned when she elected to proceed to trial on the remedy of equitable rescission, only to learn that money damages might have available against the defendant she sued, but rescission was not.
Continue Reading Damages or Rescission? When Electing Fraud Remedies Choose Wisely
Should LLC operating agreements require unanimous consent of the members to amendments? As this week’s New York Business Divorce discusses, there’s no single right answer to the question.
Continue Reading Use Caution When Amending Your Operating Agreement Without Unanimous Consent
Can a shareholder use the implied covenant of good faith and fair dealing inherent in the corporation’s shareholders agreement to plead what otherwise would be derivative claims as direct ones? Find out in this week’s post.
Continue Reading Derivative into Direct and Waived into Preserved: The Transformative Power of the Implied Covenant of Good Faith and Fair Dealing