In Georgi v. Polanski, decided last month by Kings County Commercial Division Justice David Schmidt, the court addresses the right of a controlling LLC member to expel the non-controlling member upon his failure to comply with a capital call. It’s in this week’s New York Business Divorce.
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Continue Reading Not a Capital Idea: Making Unauthorized LLC Capital Calls

Last week I stopped by the courthouse in White Plains to watch the oral argument of the appeal by Paul “Junior” Teutul of American Chopper fame from the lower court’s decision on which I previously reported, compelling him to sell his shares in the custom motorcycle business to his father and television co-star, Paul “Senior” Teutul. Get the full story in this week’s New York Business Divorce.
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Continue Reading Court Hears Argument of Paul Jr.’s Appeal in American Chopper Buyout Dispute

Drinkers of AriZona Iced Tea will thirst for this week’s New York Business Divorce post on a dissolution petition filed last week in Nassau County Supreme Court by a 50% shareholder of the multi-billion dollar beverage maker headquartered in Woodbury, New York.
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Continue Reading 50% Owner of AriZona Iced Tea, Claiming Shareholder Oppression, Files for Involuntary Dissolution of Multi-Billion Dollar Enterprise

This week’s New York Business Divorce features a nuts-and-bolts issue concerning the limited availability of depositions and other discovery in corporate dissolution cases, prompted by a recent ruling on the subject by Nassau County Commercial Division Justice Timothy S. Driscoll in Matter of Kaufman (L.I. Yellow Cab Corp.).
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Continue Reading Do Not Take Pre-Trial Discovery for Granted in Corporate Dissolution Proceedings

When the court appoints a receiver in a corporate dissolution proceeding, must a shareholder who thereafter seeks to bring a derivative action on the corporation’s behalf make a formal demand upon the receiver before filing the action? A recent decision by Nassau County Commercial Division Justice Timothy S. Driscoll, covered in this week’s New York Business Divorce, gives the answer.
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Continue Reading Court Requires Demand Upon Receiver for Derivative Action in Dissolution Case

Must a minority shareholder wait for the axe to fall before claiming oppressive conduct by the majority, or will a threat of oppressive conduct suffice to trigger statutory protection and the prospect of judicial dissolution? That’s the question addressed in this week’s New York Business Divorce as it looks at a Michigan court’s decision involving threatened oppressive conduct.
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Continue Reading Does Mere Threat of Shareholder Oppression Constitute Grounds for Corporate Dissolution?

A recent decision by Manhattan Commercial Division Justice Melvin Schweitzer in a corporate dissolution case called Matter of Darvish breaks new ground with respect to the disproportionate assessment against the shareholders’ distributive shares of a court-appointed receiver’s legal fees. It’s in this week’s New York Business Divorce.
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Continue Reading Court Charges Receiver’s Legal Fees in Corporate Dissolution Against 50% Shareholder’s Distributive Share Based on Misconduct

In a first impression decision handed down last month in Matter of Deblinger, Justice Stephen A. Bucaria upheld the court’s power to compel a respondent shareholder in a dissolution case to present a derivative claim against the petitioner-director. Catch it in this week’s New York Business Divorce.
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Continue Reading Can Court Compel Shareholder to Present Claim in Dissolution Proceeding?

It’s summertime, the livin’ is easy and the fare is lighter in this week’s New York Business Divorce featuring short summaries of a few decisions on diverse issues in shareholder disputes decided by Nassau County Justice Stephen Bucaria and Manhattan Justices Jane Solomon and Debra James.
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Continue Reading A Few Dissolution Case Tidbits

Must a corporate dissolution petition name all shareholders as respondents? Does the dismissal of a shareholder’s prior lawsuit asserting derivative and employment-based claims preclude his seeking relief as an oppressed minority shareholder? These are the questions answered in a recent decision by Justice Orin Kitzes in Matter of Adelstein (Finest Foods Distributing Co.), featured in this week’s New York Business Divorce.
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Continue Reading Court Addresses Necessary Party, Res Judicata Issues in Shareholder Oppression Case Pitting Uncle Against Nephews