After three years of litigation, can a petitioner abruptly withdraw a business dissolution proceeding without consequences? A recent decision from Justice Reed in the New York County Commercial Division answers that question with a decisive “No.”
Continue Reading Indecision Has a Price: Withdraw Lawsuit, Pay Hefty Fee Award
This week’s post shows that when it comes to business valuations, a little air adds lift—but too much and credibility goes pop.
You can’t have a business divorce without first having a business marriage.
Simple enough, right? But, a number of cases we’ve featured on this blog involve the central question of whether the parties, in fact, formed a business relationship… and the attendant difficulties in litigating those types of disputes. Specifically, in a post not too
This week on New York Business Divorce, read about the interplay between statutory and contract rules for LLC manager removal or expulsion, set within an appeal from a trio of decisions we wrote about what feels like a lifetime ago.
Think bad faith can save you from expulsion? A new ruling shows just how slim that lifeline really is.
Continue Reading The Bad Faith Defense to Opportunistic Expulsion
A recent California case may shed light on how New York courts should handle ant-dissolution provisions in LLC agreements.
Continue Reading Does This California Case Bolster the Argument Against Waiver of the Right to Seek Judicial Dissolution of New York LLCs?
Four sisters. One house. Who owns it?
Today’s case delves into a thorny situation many closely-held family businesses struggle with—proving ownership.
It’s no secret that many closely-held family business do not comply with corporate formalities. In the absence of such formalities, it can be difficult to demonstrate ownership without stock certificates in hand, or other
In New York civil practice, appeals from non-final orders, called interlocutory appeals, have the awesome power to transform a case before its conclusion, snatching defeat from the jaws of victory, and vice versa. Read about one such instance in this week’s New York Business Divorce.
Continue Reading Roller Coaster Ride: Interlocutory Appeals in Business Divorce Cases
A recent Second Department decision confronts the rigid requirements of the BCL and considers whether equity can rescue shareholders who attempt to issue shares beyond those authorized by the certificate of incorporation.
Continue Reading Over the Limit: Can Equity Trump the Certificate of Incorporation’s Share Cap?
“Except as otherwise set forth herein” is a common proviso in agreements of all sorts. It can provide clarity. It also can cause dispute, as in the case highlighted in this post.