In a rare dissolution decision from the New York Surrogate’s Court – a court for the affairs of the deceased – the court declines to kill off a clothing business based upon a claim of oppression brought by the estate of the former minority shareholder. Read about it in this week’s New York Business Divorce.
Continue Reading Surrogate’s Court Declines to Order Demise of Fashion Business

Professor Daniel Kleinberger’s article, The Plight of the Bare Naked Assignee, is the springboard for this week’s post about whether assignees of an LLC membership interest should have a right inspect LLC records. It’s in this week’s New York Business Divorce.
Continue Reading Can the Bare Naked Assignee Demand Access to LLC Records?

The much-neglected surcharge provision in corporate dissolution litigation is looking even less attractive after a trial court’s decision earlier this month, limiting its application to buy-out proceedings. Learn more in this week’s New York Business Divorce.
Continue Reading The (Even More) Elusive Surcharge in Dissolution Proceedings

This week’s New York Business Divorce features the “double whammy” of a fight over ownership of a highly successful dental practice, spiced with allegations of illegal kickbacks for patient referrals, intertwined with an acrimonious matrimonial divorce between the two litigants. …
Continue Reading Divorcing Husband Not Smiling Over Court’s Rejection of Ownership Interest in Wife’s Dental Practice

After more than two years in receivership, an appeals court gives a dissolved LLC a new lease on life because the petitioners “offered no competent evidentiary proof” why the entity should have been dissolved. We take a closer look in this week’s New York Business Divorce.
Continue Reading “Where’s the Beef?” Says Appeals Court, Reversing LLC Dissolution

This week’s New York Business Divorce looks at partnerships — what gives them legal recognition and what doesn’t — in light of a recent appellate ruling dismissing a claim for breach of an oral partnership agreement. …
Continue Reading Calling an Organization a Partnership Doesn’t Make it One, But Not Calling it a Partnership Doesn’t Make it Not One. Got It?

Is a “Management Member” of an LLC, who holds only an economic interest, a “Member” for purposes of demanding access to the LLC’s books and records? Justice Shirley Werner Kornreich, applying Delaware law, closely examined the operating agreement in upholding inspection rights, as explained in this week’s New York Business Divorce.
Continue Reading A Member By Any Other Name . . . May Have Access to LLC Books and Records

A minority member of an LLC that operates a Manhattan restaurant learned how tough it can be to get judicial dissolution of a financially sound LLC that’s achieving its intended purpose, notwithstanding allegations of majority oppression. It’s in this week’s New York Business Divorce.
Continue Reading LLC’s Purpose Being Achieved? Business Doing Fine? Good Luck Getting Judicial Dissolution

Did the parties get it wrong, or the judge, or both in Verkhoglyad v Benimovich, in which the court let proceed a claim to dissolve a foreign business entity and refused to enforce forum selection and pre-suit mediation clauses in the operating agreement of a New Jersey LLC. Learn more in this week’s New York Business Divorce. …
Continue Reading Read This Case. Slap Your Head. Not Too Hard.