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.
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The Magnolia State Wins the Prize for Novel Alternative Remedies in LLC Dissolution Cases
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.
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Dissolution Defined: The First Department’s Recent Guidance on Interpreting Operating Agreements
How does the First Department tackle competing interpretations of an LLC operating agreement? This week’s post explains.
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Damages or Rescission? When Electing Fraud Remedies Choose Wisely
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.
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Use Caution When Amending Your Operating Agreement Without Unanimous Consent
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.
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Derivative into Direct and Waived into Preserved: The Transformative Power of the Implied Covenant of Good Faith and Fair Dealing
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.
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A General Partnership in Perpetual Enmity
These days general partnership decisions are rare. This general partnership rule is unprecedented: continuing to run an at-will partnership post-dissolution results in the partnership’s reconstitution even if the majority is actively suing for judicially supervised wind up. Does that sound right? Get our take in this week’s New York Business Divorce.
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Eastland Redux: Do Close Corporation Shareholders Have a Direct Claim Against Directors For Taking Disguised Distributions?
This week’s New York Business Divorce revisits the Eastland Food v Mekhaya case, focusing on last month’s Maryland Supreme Court’s split decision on whether the minority shareholder has a direct claim for breach of fiduciary duty based on alleged disguised distributions taken by the controlling shareholders.
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Strength in Numbers: The Resurgence of the Accounting Claim in Business Divorce Litigation
The equitable accounting claim in business disputes has experienced a resurgence. This week’s post explores the recent developments reinforcing the potency of this once-fading legal remedy.
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Surrogate’s Court Jurisdiction to Resolve Close Business Owner Disputes
In this week’s New York Business Divorce learn whether, and if so, under what circumstances, the New York Surrogate’s Court can compel an accounting of a non-party business entity in which a decedent’s estate holds a minority stake.
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