Hard to believe the two, 50/50 owners of a company with half a billion annual sales and $80 million profit can’t overcome their mutual antipathy, but that’s exactly what happened in Shawe v. Elting, a decision last week by the Delaware Chancery Court ordering the appointment of a custodian to sell the company. It’s in this week’s New York Business Divorce.
Continue Reading “Locked in Corporate Hell”: Bitter Feud Between Deadlocked 50/50 Owners Leads Court to Order Sale of Lucrative Company

In Goldstein v Pikus, decided last month by Justice Charles Ramos, the court dismissed a dissolution petition alleging deadlock, brought by one of two co-managing members of an LLC that owns a residential apartment building. Find out why in this week’s New York Business Divorce.
Continue Reading Deadlock Hits Dead End in LLC Dissolution Case

The basketball court meets the law court in this week’s New York Business Divorce, featuring an unusual lawsuit brought by a minority member of the LLC that owns the WNBA’s Tulsa Shock, seeking to stop its recently announced move to Dallas.
Continue Reading No Slam Dunk for This Oppressed Minority Shareholder Petition

An appellate ruling last week in Zwarycz v, Marnia Construction, Inc. illustrates the heavy price of neglect to issue stock certificates or follow other formalities in closely held corporations — a price paid in years of litigation over stock ownership. Learn more in this week’s New York Business Divorce. …
Continue Reading Fifty Years a Stockholder, Six Years to Prove it in Court

Agreements providing for compulsory buyouts upon termination of a minority shareholder’s employment can be a good thing. Complications or sometimes litigation sets in, however, when termination for cause is linked to a devalued buyout formula, as illustrated in the case highlighted in this week’s New York Business Divorce.
Continue Reading The Hidden Cost of a Devalued Buyback Upon Termination for Cause

Once in a while, a case comes along to remind us to think twice before getting involved in expensive litigation between business partners over a defunct, insolvent company. Mazel Capital v. Laifer, recently decided by Justice Shirley Werner Kornreich is such a case. It’s in this week’s New York Business Divorce. …
Continue Reading Business Partners Fighting Over the Company’s Corpse

A recent First Department ruling in Sansum v. Fioratti is one of the few reported instances in which the defense of unclean hands was successfully asserted to defeat on the merits a minority shareholder’s claim for corporate dissolution. Read this week’s New York Business Divorce to find out more. …
Continue Reading Wash Hands Before Suing

A recent decision by Justice Vito DeStefano in Breidbart v Olshan offers valuable pleading tips and identifies pleading pitfalls for practitioners in crafting complaints in partnership disputes. Learn more in this week’s New York Business Divorce.
Continue Reading Decision Yields Hits and Misses for Plaintiff in Partnership Dissolution Case

In the absence of statutory authorization, a few courts have ordered equitable buy-outs in LLC dissolution cases. This week’s New York Business Divorce examines an important question in such cases: What valuation date should be used? …
Continue Reading Court-Ordered LLC Buy-Outs: What’s the Valuation Date?