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.
Continue Reading The Worst of Both Worlds: Untimely Buyout Election Yields Full Merits Hearing and Huge Bond
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.
Continue Reading Dueling Dissolution Petitions Beget Dissolution Without Consideration of Alternate Remedies
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?
Continue Reading Do Non-Manager, Minority LLC Owners Owe Fiduciary Duties?
Has the Time Come for New York to Follow Delaware and Officially Pronounce Deadlock as Ground for LLC Dissolution?
Two-member, 50/50 LLCs are natural fodder for deadlock. This week’s New York Business Divorce questions whether New York’s standard for LLC dissolution takes too narrow an approach to deadlock.
Continue Reading Has the Time Come for New York to Follow Delaware and Officially Pronounce Deadlock as Ground for LLC Dissolution?
Potential Creditor Drags Corporation in Stalled Dissolution Proceeding into Receivership
Creditors take note: New York’s Business Corporation Law gives creditors a path to intervene in a contested dissolution proceeding.
See that path at work in this week’s post.
Continue Reading Potential Creditor Drags Corporation in Stalled Dissolution Proceeding into Receivership
Business Divorce in the Divorce Courts
In this week’s New York Business Divorce, read about a rare example of a judicial dissolution proceeding litigated in the Matrimonial Division of New York’s Supreme Court.
Continue Reading Business Divorce in the Divorce Courts
Top 10 Business Divorce Cases of 2022
New York Business Divorce proudly presents its 15th annual list of the past year’s ten most noteworthy business divorce cases, along with short summaries and links to prior posts on the featured cases.
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Scrivener’s Error Keeps Sailboat-Owning LLC Afloat
A court is empowered to correct a mistake solely in the reduction of an agreement to writing. This week’s post shows that power at work in the interpretation of a sailboat-owning LLC’s operating agreement.
Continue Reading Scrivener’s Error Keeps Sailboat-Owning LLC Afloat
The Art of Manager Removal
Combine a business divorce with a marital divorce and what do you get? Find out in this week’s New York Business Divorce.
Continue Reading The Art of Manager Removal
Stock Transfer Restrictions and “Annihilation of Property”
In this week’s New York Business Divorce, read about several strands of case law employing different language to express the same concept: a closely-held business interest transfer restriction or buy-sell agreement that would impose a “forfeiture,” cause the interest to become “void,” result in “annihilation of property,” or “bestow a windfall” upon a co-owner, is unenforceable as against public policy.
Continue Reading Stock Transfer Restrictions and “Annihilation of Property”