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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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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