Justice Thomas Whelan, the newest member of Suffolk County Supreme Court’s Commercial Division, offers some important procedural guidance concerning dismissal motions in dissolution proceedings in a decision last month in Matter of Langella. It’s in this week’s New York Business Divorce.
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Continue Reading A Question of Procedure: Are Merits-Based Pre-Answer Dismissal Motions Allowed in Dissolution Proceedings?

A lawsuit among siblings who co-own a business that owns and operates a boat yard is fodder for an interesting decision earlier this month by Suffolk County Commercial Division Justice Elizabeth Emerson in Gillette v. Sembler. The decision, which addresses the requirement for pre-suit demand for derivative claims, is featured in this week’s New York Business Divorce.
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Continue Reading Family Feud Highlights Hurdles to Derivative Actions Against Close Corporation Directors

Last week’s New York Business Divorce looked at Auriga Capital v. Gatz in which Chancellor Leo Strine of the Delaware Chancery Court undertook a comprehensive analysis of LLC manager fiduciary duties under Delaware law. This week’s post takes a comparative look at New York LLC manager duties.
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Continue Reading What Does Chancellor Strine’s Auriga Capital Decision Teach Us About Fiduciary Duties of New York LLC Managers? (Part Two)

In the first of a two-part series, this week’s New York Business Divorce looks at the Delaware Chancery Court’s important decision last month in Auriga Capital v. Gatz in which Chancellor Leo Strine, Jr. sets forth an analytic framework for imposition of fiduciary duties on managers of Delaware LLCs. Next week’s post will compare the law governing fiduciary duties of New York LLC managers.
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Continue Reading What Does Chancellor Strine’s Auriga Capital Decision Teach Us About Fiduciary Duties of New York LLC Managers? (Part One)

Dissension between members of a family-owned business can present especially difficult issues when litigation erupts. This week’s New York Business Divorce highlights recent decisions by Justices Timothy Driscoll (Nassau County), Emily Pines (Suffolk County) and Deborah Kaplan (Manhattan) involving dissolution and related claims among warring family members.
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Continue Reading A Toxic Mix of Family and Business

A recent decision by Queens County Commercial Division Justice Orin Kitzes in Matter of Adelstein illustrates the crucial role of forensic accounting in testing and adjusting a company’s financial statements for purposes of stock valuation in an oppressed minority shareholder case. Read more in this week’s New York Business Divorce.
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Continue Reading Forensic Accounting Helps Wins the Day in Oppressed Shareholder Stock Valuation Proceeding

Those interested in the evolving law of LLC dissolution won’t want to miss this week’s New York Business Divorce featuring a case called Mizrahi v. Cohen decided last week by Justice Carolyn Demarest in which she ordered dissolution of a financially failing real estate holding company.
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Continue Reading Court Orders Dissolution of Unprofitable Real Estate LLC

An appellate ruling last month in DeMatteo v. DeMatteo Salvage Co. brings to a close the cautionary tale of an 8-year court battle among members of a family-owned business over the enforcement of a poorly designed buy-sell agreement. It’s in this week’s New York Business Divorce.
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Continue Reading An Ill-Fated Solution to an Ill-Fated Buy-Sell Agreement

The New York Court of Appeals sidestepped the issue of LLC promoter liability for pre-formation nondisclosure in its decision last week in Roni LLC v. Arfa. It’s in this week’s New York Business Divorce, which also pays tribute to the late Professor Larry Ribstein.
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Continue Reading With a Whimper, Not a Bang: New York’s Top Court Rules on LLC Promoter Liability