Tenant-shareholders in co-op apartments occasionally fall into the same kinds of internal disputes over corporate governance experienced by shareholders in any other kind of closely held corporation. This week’s New York Business Divorce highlights a recently decided battle for board seats among co-owners of a small Manhattan co-op, in which the outcome turned on the court’s construction of arguably out-of-sync provisions in the by-laws and shareholders’ agreement.
Continue Reading Legal Battle Over Board Seats Splits Neighbors in Manhattan Co-op

Justice Stephen Bucaria’s recent decision in PFT Technology LLC v. Wieser is one of only a handful of rulings by New York courts addressing the right to advancement of legal fees in litigation among members of a limited liability company. Learn more in this week’s New York Business Divorce. …
Continue Reading Novel Ruling on Advancement in LLC Dissolution Case “Levels the Playing Field”

Buy-sell agreements are commonly used to break fundamental deadlock in companies owned by 50/50 shareholders. This week’s New York Business Divorce examines a recent decision by Justice David Schmidt in Mintz v. Pazer in which he enforced an unusual buy-sell agreement that prompted a lawsuit over which side had the right to buy out the other. …
Continue Reading Court Enforces “Quick Draw” Buy-Sell Agreement in Suit Between 50/50 Shareholders

A recent decision by Justice Marcy Friedman draws attention to a somewhat rare breed of minority shareholder oppression involving the controlling shareholder’s repudiation of the petitioner’s stock ownership. It’s a case you won’t want to miss, in this week’s New York Business Divorce.
Continue Reading Is Denial of Shareholder Status Shareholder Oppression?

Pass-through tax entities including S corporations and LLCs can create personal tax liability on so-called phantom income, that is, undistributed net income allocated on Form K-1. A case recently decided by a Manhattan appeals court tells the tale of a selling shareholder’s costly failure to deal with the issue of phantom income in a stock buy-out agreement. This week’s New York Business Divorce has the story.
Continue Reading Stock Redemption Agreement Forecloses Seller’s Suit for Tax Liability on Phantom Income

A noteworthy decision last week by Justice Carolyn Demarest is featured in this week’s New York Business Divorce. The case, involving a fight between sibling co-owners of a food distributor and a separate realty company, addresses important issues concerning the scope of a general release and LLC members’ right to advancement of legal defense costs. …
Continue Reading Court Limits Scope of Release, Denies Advancement of Defense Costs in Sibling “Food Fight”

In this week’s New York Business Divorce, the curious case of Lowbet Realty makes its second appearance on the occasion of a new decision this month by Justice Carolyn Demarest addressing the fallout from an unauthorized sale of the corporation’s real property after the commencement of a dissolution proceeding, and the victimized shareholder’s effort to have the sale rescinded under Section 1114 of the Business Corporation Law. Don’t miss it!
Continue Reading The Dissolution Court’s Broad Powers to Void Post-Filing Conveyances

Appraisal experts provide critical testimony in valuation proceedings. Court rules govern pretrial expert disclosure. In this week’s New York Business Divorce, you can bone up on the disclosure requirements and read about cases in which the parties paid a price for failing to comply with disclosure requirements. …
Continue Reading The High Price of Bungled Expert Disclosure in Valuation Cases

In this week’s New York Business Divorce you’ll read about two recent cases in which New York courts decided disputes between members of Delaware LLCs over the interpretation of provisions — one dealing with a distribution waterfall and the other with compulsory buyback of membership interests — found in highly sophisticated operating agreements. …
Continue Reading Waterfalls and Compulsory Buybacks: New York Courts Decide Disputes Involving Sophisticated Delaware LLC Agreements