In this week’s New York Business Divorce, read about the Appellate Division – First Department’s important decision last Friday clarifying how courts must apply the internal affairs doctrine to the question of standing to sue in derivative cases involving non-New York incorporated entities.
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Recent Decisions Enforce LLC Member’s Right of First Refusal, Restrict Partnership Accounting, and Allow Damages Claim for Breach of Oral Shareholders Agreement
This week’s New York Business Divorce offers a trifecta of sorts, offering summaries of three recent decisions, one involving an LLC, another a partnership, and another a close corporation.
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Second Department Rejects Private Auction for Deadlocked Corporation
If you petition for deadlock-based dissolution, be prepared to liquidate via public sale. This week’s post explores the Second Department’s recent decision reversing a post-dissolution buyout of one shareholder via private auction.
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Misappropriated Watering Hole Becomes Money Judgment Sinkhole
In this week’s New York Business Divorce, read about an unusually brazen case of misappropriation of corporate opportunity culminating in a hefty judgment against the perpetrators, including punitive damages and an accounting surcharge.
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Fair Value Awards: A Matter of Interest
This week’s New York Business Divorce looks at an oft neglected issue with potentially large financial consequences in statutory fair value appraisal proceedings: interest on the fair value award.
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A Cross-Country Road Trip of Elections to Purchase in Dissolution Proceedings
When a shareholder petitions for dissolution, many states have statutes allowing the corporation to respond by buying out the complaining shareholder. This week’s post takes a look at several recent decisions concerning buyout elections across the country.
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Pitfalls for Corporate Counsel in Business Divorce Disputes
In this week’s New York Business Divorce, we consider some recurring problems for corporate and general counsel in business divorce cases, including difficult issues of attorney-client privilege and the appreciable risk of disqualification when roles change from corporate to litigation counsel.
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Operating Agreement Trumps Postnup in High Stakes Battle Over Transfer of LLC Interest
Postnup agreement clashes with LLC agreement’s transfer restrictions in this week’s New York Business Divorce featuring a querelle de famille among the French heirs to the Bic pen fortune.
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First Department Recognizes Cause of Action for Specific Performance of LLC Member Voting Agreement
Statutes and caselaw have imposed several limitations on shareholders’ ability to enter into enforceable voting agreements. But those limitations apply in the corporate context—few have migrated over to LLC member voting agreements. And as a recent decision from the First Department demonstrates, LLC member voting agreements may have fewer formality requirements than one might expect.
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Faithless Servant in Business Divorce Cases
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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