May the executor of a deceased LLC member’s estate sue derivatively on behalf of the LLC? Find out in this week’s New York Business Divorce.
Continue Reading Operating Agreement Dooms Derivative Claims by Deceased LLC Member’s Estate
Shareholder Oppression Requires More Than Denial of Access to Company Information
It’s brother against brother in the case featured in this week’s New York Business Divorce, in which the court dismissed a petition to dissolve a real estate holding company based on alleged withholding of company information. …
Continue Reading Shareholder Oppression Requires More Than Denial of Access to Company Information
New York’s High Court Takes Fresh Approach to Wrongful Dissolution, Sustains Valuation Discounts, Limits Damages in Partnership Case
By Peter A. Mahler on
New York’s highest court last week handed down its long awaited decision in Congel v Malfitano, in which the court tackled a number of highly important issues affecting partnership dissolution and valuation cases. Get the full story in this week’s New York Business Divorce.
Continue Reading New York’s High Court Takes Fresh Approach to Wrongful Dissolution, Sustains Valuation Discounts, Limits Damages in Partnership Case
You Dissented From a Merger. Are You Bound by Your Non-Compete?
This week’s New York Business Divorce examines an interesting appellate ruling from Colorado denying enforcement of a non-compete against a shareholder-employee of a medical practice who dissented from a merger and demanded payment for the fair value of his shares.
Continue Reading You Dissented From a Merger. Are You Bound by Your Non-Compete?
The Cash-Out Merger Solution to the Problem Minority Owner
By Franklin C. McRoberts on
Posted in Expulsion and Removal, Freeze-Out Merger
Are you in business with, or advising a business with, a disruptive minority partner, shareholder, or member? What can you do about it? In this week’s New York Business Divorce we consider one option – the “cash-out” or “freeze-out” merger.
Continue Reading The Cash-Out Merger Solution to the Problem Minority Owner
Appeals Court Reinstates Derivative Claims Dismissed for Conflict of Interest Where Parties’ Relationship Not “Especially Acrimonious”
By Peter A. Mahler on
Last year, in Pokoik v Norsel Realties, the trial court cited the plaintiff’s “litigious nature” and personal animus in dismissing his derivative claims based on conflict of interest. You’ll be interested to learn in this week’s New York Business Divorce that an appellate panel last week reversed the decision and reinstated the claims based on its finding that the parties’ relationship was not “especially acrimonious.”…
Continue Reading Appeals Court Reinstates Derivative Claims Dismissed for Conflict of Interest Where Parties’ Relationship Not “Especially Acrimonious”
One 50% Shareholder Wants to Sell or Liquidate the Business. The Other Wants to Keep It Going. Is That Deadlock?
By Peter A. Mahler on
50/50 shareholders disagree whether to liquidate the business or continue it. Is that enough for a deadlock dissolution petition? Find out in this week’s New York Business Divorce.
Continue Reading One 50% Shareholder Wants to Sell or Liquidate the Business. The Other Wants to Keep It Going. Is That Deadlock?
LLC Member Expulsion: What Hath Shapiro Wrought?
By Peter A. Mahler on
The Appellate Division in Shapiro v Ettenson interpreted New York’s LLC Law as permitting the adoption of post-formation LLC operating agreements by majority vote, i.e, without the consent of the minority. This week’s New York Business Divorce focuses on Shapiro’s impact on member expulsion. …
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The LLC Equitable Buyout: Past, Present, Future
By Franklin C. McRoberts on
In less than a decade the LLC “equitable buyout” doctrine went from non-existent to settled law in New York. How did it happen? What happens next? Read on in this week’s New York Business Divorce.
Continue Reading The LLC Equitable Buyout: Past, Present, Future
Will Someone Please Re-Name the Implied Covenant of Good Faith and Fair Dealing?
By Peter A. Mahler on
The implied covenant of good faith and fair dealing continues to sow confusion as to its utility and application in disputes among business co-owners, in which often it is misconceived as a quasi-fiduciary claim invoking the court’s equity powers to right any wrong, when in fact it is a narrow, contract-based doctrine. A recent Delaware Chancery Court decision provides a highly useful guide, as explained in this week’s New York Business Divorce.
Continue Reading Will Someone Please Re-Name the Implied Covenant of Good Faith and Fair Dealing?