In this week’s New York Business Divorce, we discuss a recent decision serving as a reminder to corporate shareholders planning to bequeath their shares of stock to ensure no contracts prohibit them from doing so, lest they leave behind a very disappointed beneficiary.
Continue Reading When Estate Plans and Stock Transfer Restrictions Collide

Can a shotgun turn into a minefield? The answer is “yes” judging from a recent decision by Manhattan Commercial Division Justice Andrew Borrok finding a defective exercise of provisions in an LLC agreement for a deadlock-triggered shotgun buy-out. Read about it in this week’s New York Business Divorce. …
Continue Reading LLC Member Pays the Price For Not Sticking to Deadlock-Breaking Script

Partners of New York limited partnerships should sit up and take notice of a new, first-impression decision holding that the commencement of a dissolution proceeding against, or the appointment of a receiver for, the limited partnership can, in and of itself, result in withdrawal of the general partner and dissolution of the entity, even if the limited partnership agreement does not say so. Read about this important decision with profound implications for New York limited partnerships and their owners in this week’s New York Business Divorce.
Continue Reading Limited Partnerships and the Self-Fulfilling Dissolution Petition

The phrase “naked expulsion clause” is not a biblical reference to Adam and Eve’s eviction from the Garden of Eden. It’s about a provision in an LLC agreement at the center of a recent ruling by the Appellate Division, Second Department, in a 10-year litigation saga involving a fractured family-owned business. This week’s New York Business Divorce has the story. …
Continue Reading Court Enforces LLC Agreement’s “Naked” Expulsion Clause

In this week’s New York Business Divorce, read about a first-of-its-kind decision announcing the existence under New York law of a potentially viable claim for common-law LLC dissolution.
Continue Reading First-Impression Decision Recognizes a Cause of Action for Common-Law LLC Dissolution

A bidding war 20 years ago over the purchase of maid’s quarters in a ritzy Park Avenue co-op. A series of co-op board rejections of a shareholder’s proposed sale of his apartment. A recent court decision denying a books-and-records petition. What’s the connection? Find out in this week’s New York Business Divorce. …
Continue Reading Court Bounces Books-and-Records Petition in Feud Over Park Avenue Co-op Board’s Rejection of Prospective Purchasers

Not all misconduct by majority shareholders is worthy of dissolution or a compelled buy-out. The Court’s broad power under BCL 1104-a to craft appropriate remedies also includes the power to award money damages, and dissolution may not be appropriate where the alleged shareholder oppression was a discrete, one-time transaction.
Continue Reading Court Rejects Oppressed Shareholder’s Bid for Dissolution or Buy-Out, Finds Money Damages Sufficient

In a recent decision by Justice Andrea Masley, the court dismissed a petition to dissolve a realty holding LLC based on the operating agreement’s broad purpose clause of the any-lawful-business type. Get the full story in this week’s New York Business Divorce.
Continue Reading The Purposeless Purpose Clause Rides Again

This week’s New York Business Divorce compares two cases of closely-held business owner withdrawal, one involving an LLC, the other a general partnership, one resulting in a right to an accounting, the other not. Why the difference? Read on to find out.
Continue Reading Two Entities, Two Outcomes: Withdrawal and the Right to an Accounting

It’s time for another cross-country trip in this week’s New York Business Divorce which summarizes a quintet of recent appellate decisions in business divorce cases by courts outside New York. …
Continue Reading Business Divorce Nation: A Cross-Country Tour of Recent Decisions of Interest