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

It’s no match for Jarndyce v. Jarndyce, but 15 years is some sort of record for litigating the breakup of a single-asset real estate partnership during which one of the partners died, triggering the other’s option to purchase under a fixed-price formula. Read about it in this week’s New York Business Divorce.
Continue Reading A Partnership Dissolution in Three Acts Over Fifteen Years and Counting

Can an LLC member with a put option–the right to sell his interest back to the LLC–exercise that option when doing so will render the LLC insolvent? This week’s New York Business Divorce post highlights a recent decision by Justice Masley of the New York County Commercial Division considering this issue. …
Continue Reading Departing LLC Members: Exercise Your Put Option Before Insolvency Approaches

In this week’s New York Business Divorce, we tackle the rules governing enforceability of oral partnership, shareholder, and operating agreements, including a first-impression appeals court decision addressing the validity of an alleged oral modification of written limited partnership agreement under New York’s Revised Limited Partnership Act.
Continue Reading Enforceability of Oral Operating, Shareholder, and Partnership Agreements

This 10th annual edition of Summer Shorts presents brief commentary on four recent decisions of interest in business divorce cases in the New York courts along with a recent decision by the Mississippi Supreme Court upholding an unusual freeze-out remedy.
Continue Reading Summer Shorts: For-Cause Termination of LLC Member and Other Decisions of Interest

This week’s New York Business Divorce highlights a recent decision by Manhattan Commercial Division Justice Andrea Masley dismissing a petition to dissolve a realty holding corporation brought under the rarely used Section 1104 (c) of the Business Corporation Law for failure to hold board elections.
Continue Reading Dissolve for Failure to Elect a Board? Better Demand an Election First

In this week’s New York Business Divorce, we consider an unusually nuanced opinion from Commercial Division Justice Marcy S. Friedman about the rules of law (and many exceptions to them) governing the rights of litigants to jury trials in business divorce cases.
Continue Reading A Business Divorce Rarity: The Jury Trial