In this week’s New York Business Divorce, read about the faithless servant doctrine as it expands from the law of agency and employment to business divorce.
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The Pathology of Deadlock Dissolution
This week’s New York Business Divorce undertakes a post-mortem of sorts on a case involving the judicial dissolution of a pathology medical practice with 50/50 shareholders.
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A Litigation Odyssey
In this week’s New York Business Divorce, read about a multi-year litigation odyssey culminating in the statute-of-limitations dismissal of a claim for misappropriation of an alleged corporate opportunity to own land based upon the date of execution of the contract of sale rather than the closing of the real estate purchase.
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The Corporation is Becoming More Contract Focused, But Don’t Call it an LLC Just Yet
We’re blurring the lines between the corporation and the LLC. But I’d still rather be a minority shareholder in a New York corporation than a minority owner of a New York LLC. Find out why in this week’s post.
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When Do Disguised Dividends Add Up to Minority Shareholder Oppression?
There’s surprisingly little case law addressing disguised dividends as a basis for finding oppression of minority shareholders. This week’s New York Business Divorce looks at a recent Maryland court decision that does exactly that.
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Who Died and Made You a Member? Second Department Resurrects LLC Dissolution Petition Brought by Deceased Member’s Estate.
In an apparent first of its kind decision, the Second Department reinstated dissolution claim brought by the estate of a deceased LLC Member. This week’s post considers the decision and its potential impact.
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Winter Case Notes: Punitive Damages Awarded for Breach of Fiduciary Duty and Other Recent Decisions of Interest
This week’s New York Business Divorce offers its annual Winter Case Notes with synopses of three recent, noteworthy decisions by New York courts.
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The Worst of Both Worlds: Untimely Buyout Election Yields Full Merits Hearing and Huge Bond
In this week’s New York Business Divorce, read about a rare decision considering whether to grant an untimely BCL 1118 buyout election and the unsavory consequence of the respondent’s delay: imposition of a million dollar bond.
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Dueling Dissolution Petitions Beget Dissolution Without Consideration of Alternate Remedies
Can two contested dissolution petitions—one by each 50% shareholder based on the other’s alleged misconduct—yield a shortcut to uncontested dissolution? See what the Second Department has to say in this week’s post.
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Do Non-Manager, Minority LLC Owners Owe Fiduciary Duties?
In this week’s New York Business Divorce, read about a new decision from New York County Commercial Division Justice Andrea J. Masley addressing an important, unresolved question of New York law: whether, and if so, to what extent, do minority LLC members owe fiduciary duties?
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