In New York, the common law right to judicial dissolution of a closely held corporation has existed for about 50 years, but there have few reported cases on the subject, which gives all the more reason to read this week’s New York Business Divorce highlighting an important decision earlier this month by Justice Alan Scheinkman in White v. Fee, denying a motion to dismiss a common law dissolution claim involving a family-owned business.
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Continue Reading Court Upholds Complaint Seeking Common Law Dissolution of Family-Owned Business

A tattoo parlor business is the unusual setting for a decision last week by the Appellate Division, Second Department, affirming the lower court’s post-trial dismissal of an LLC dissolution case brought by a member claiming denial of her co-equal management rights. It’s “inked” in this week’s New York Business Divorce.
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Continue Reading Woe Unto the Undocumented LLC Member Seeking Judicial Dissolution

Provisions in LLC operating agreements, penalizing members for failing to make capital contributions, have generated a number of court decisions in recent years, but none as interesting and perhaps controversial as last week’s ruling by the Appellate Division, First Department, in Antonini v. Petito. You won’t want to miss it in this week’s New York Business Divorce.
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Continue Reading Bad LLC Agreement Makes Bad Law in Dispute Over Capital Call

A recent decision by Justice Paul Feinman in Ng v. Ng illustrates the dilemma faced by a putative, undocumented shareholder in a close corporation who needs access to the corporate kit, tax and financial records — which generally only recognized shareholders are given — to establish his ownership claim. See how the court resolved the issue, in this week’s New York Business Divorce.
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Continue Reading Court Orders In Camera Review of Corporate Records in Fraternal Dispute Over Stock Ownership

Justice David Schmidt of the Kings County Commercial Division issued a decision last week holding that, absent stock transfer restrictions in the shareholders’ agreement, a close corporation shareholder has no fiduciary duty requiring that the shares of a departing shareholder be offered pari passu to the remaining shareholders. Get the details in this week’s New York Business Divorce.
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Continue Reading There’s No Fiduciary Duty to Share and Share Alike for Shares of Stock

Justice Kevin Dowd issued a significant decision last month, granting dissolution of an LLC operating a youth baseball camp near the Baseball Hall of Fame in upstate Cooperstown, based on the majority member’s diversion of hospitality business to offsite facilities. It’s in this week’s New York Business Divorce.
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Continue Reading Majority Member’s “Egregious Breach” of Operating Agreement Leads to LLC’s Judicial Dissolution

This week’s New York Business Divorce examines a fascinating post-trial decision last month by Justice Emily Pines in which the court resolved competing claims by a medical practice and one of its members who was expelled in the aftermath of a contentious acquisition of an ambulatory surgery center. You won’t want to miss it.
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Continue Reading Anesthesiology Practice Undergoes “Legal Equivalent of a Proctology Exam” in Shareholder Dispute

All other things being equal, the odds of an eventual business divorce go up when one of two business partners is also the business’s landlord. Case in point: Matter of Shure (S&S Eatery, LLC), decided last month by Justice Timothy Driscoll. Learn more in this week’s New York Business Divorce.
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Continue Reading LLC Dissolution Case Highlights Divergent Interests When One Member is Also the Landlord

By statute a member can seek judicial dissolution of an LLC, but can a member of a member seek dissolution by way of a derivative claim under Tzolis v. Wolff? Find out in this week’s New York Business Divorce featuring Justice Kornreich’s recent decision in JG Club Holdings, LLC v. Jacaranda Holdings, LLC.
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Continue Reading Can a Member of a Member of an LLC Sue to Dissolve the LLC?

Buy-sell agreements in shareholder agreements are supposed to avoid — not foment — litigation over the value of the interest being redeemed or sold. Matter of Grande’ Vie, LLC, decided last month by the Appellate Division, Fourth Department, tells a cautionary tale of a buy-sell provision gone wrong. Learn more about this important topic in this week’s New York Business Divorce.
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Continue Reading Clash of the Clauses: Divided Appellate Panel Rules that “Binding” Appraisal Per Buy-Sell Agreement Must be Arbitrated