If a Schedule K-1 lists you or your client as a “general partner” and 2% owner of a partnership, is that the end of the story for proving ownership status? This week, we consider that question in the context of a long-running litigation between a well-known insurance litigation firm and its former “partner” over his standing to sue to dissolve the business.
Continue Reading The Law Firm “Partner”- A Rose by Any Other Name . . .

This week’s New York Business Divorce features an interesting decision by Commercial Division Justice Lawrence Knipel addressing the standing of the individual members of a dissolved LLC to petition for the winding up of a limited partnership in which the LLC is a majority limited partner.
Continue Reading No Mulligan But No Matter for LLC’s Majority Members After Voluntary Dissolution

Are stock appraisals done for estate tax purposes discoverable in stock valuation proceedings or other types of shareholder disputes involving the shares of a deceased stockholder or of someone who inherits shares from the estate? A recent appellate decision on the topic is the springboard for this week’s post.
Continue Reading Disclosure of Estate Tax Stock Appraisals in Shareholder Disputes

This week’s New York Business Divorce highlights and links to a Business Divorce Roundtable podcast interview with arbitrator/mediator Erica Garay on the novel topic of arbitrating deadlock between 50/50 owners of closely held business entities.
Continue Reading Arbitrating Deadlock: A Conversation with Arbitrator Erica Garay

In this week’s New York Business Divorce, a wild tale of a settlement achieved, settlement spurned, and a litigant threatened with incarceration for contempt in an intensely bitter, nine-year battle between two brothers over their Manhattan-based real property LLC.
Continue Reading A Pig in a Poke: The Rollercoaster Kadosh Settlement Litigation

Matthew Donovan takes the helm in this week’s New York Business Divorce, writing about a recent Delaware Chancery Court decision finding that certain, shall we say, unusual behavior by a New York-based company’s co-founder, president and director breached fiduciary duty. …
Continue Reading Throwing Grenades and Casting Plagues Upon Your Fellow Directors: A Lesson in Fiduciary (Ir)responsibility

This week’s New York Business Divorce discusses basic litigation options in business divorce matters and highlights a recent court decision illustrating the use of a judicial dissolution proceeding as the “nuclear option” to break the litigation logjam.
Continue Reading Judicial Dissolution as the Nuclear Option When Other Means Falter

If you bring a business divorce case, do you unwittingly expose yourself to a countersuit for defamation? A recent decision addresses that question in the context of withdrawn petitions by two brothers against their uncle to dissolve three family-owned businesses in this week’s New York Business Divorce.
Continue Reading Sue for Dissolution – Get Sued for Defamation?

This week’s New York Business Divorce offers its annual Winter Case Notes with synopses of half a dozen recent decisions in business divorce cases involving minority shareholder oppression, books and records proceedings, and more.
Continue Reading Winter Case Notes: Oppression of the “Gifted” Minority Shareholder and Other Recent Decisions of Interest