The Partnership Law’s default provisions provide a roadmap for Justice Timothy Driscoll’s recent decision, highlighted in this week’s New York Business Divorce, involving the dissolution of a family real estate partnership following the death of one of its partners.
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Court Invalidates Control-Shifting Stock Transfer Made in Violation of Corporation’s Right of First Refusal
The right of first refusal, commonly used to restrict stock transfers in closely held corporations, continues to live up to its reputation as one of the most reliable generators of employment for litigation attorneys in Giaimo v. EGA Associates Inc., in which the Appellate Division, First Department, recently reversed a lower court’s ruling denying summary judgment in a battle for corporate control between brother and sister. It’s in this week’s New York Business Divorce.
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Top 10 Business Divorce Cases of 2009
It’s the second anniversary of New York Business Divorce, and what better way to celebrate the occasion, and the New Year, than a look back at 2009’s top-10 business divorce cases.
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NY Business Divorce Adds Case Alerts via Twitter
There’s a new twitter module in the sidebar of this blog. The module displays my most recent tweets and provides a link for anyone who’d like to follow me. My tweets will be devoted primarily to short descriptions of, and links to, newly released court decisions of interest to business lawyers and other professionals.
For some time I’ve been following the twitter phenomenon from afar, with a special
Two-Member LLC Operating Agreement Contains Recipe for Dissension and Litigation
Case law involving judicial dissolution of LLCs is still in its infancy. A recent Delaware Chancery Court decision takes another small developmental step, while also highlighting the need for operating agreement buy-sell provisions that stand a reasonable chance of avoiding business divorce litigation. It’s in this week’s New York Business Divorce.
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Delaware Supreme Court Upholds Application of Statute of Frauds to Oral LLC Operating Agreements
In an important ruling yesterday, the Delaware Supreme Court upheld application of the statute of frauds to oral LLC operating agreements. Today’s posting links to Professor Larry Ribstein’s analysis.
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Bankruptcy Court’s Ruling Does Not Establish “Floor” Value in Subsequent Stock Appraisal Proceeding
An interesting new decision by Queens County Justice Peter Kelly in a stock valuation proceeding wrestles with issue preclusion stemming from a bankruptcy court’s rejection of a proposed settlement involving the petitioner’s shares. This week’s New York Business Divorce explains.
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Interview with Law Professor Larry Ribstein on his New Book, “The Rise of the Uncorporation”
Law Professor, prolific author and ABA Top-100 blogger Larry Ribstein is a superstar in the world of LLCs and other unincorporated business entities. This week’s New York Business Divorce presents an interview with Professor Ribstein on the subject of his new book, The Rise of the Uncorporation, which is must reading for anyone interested in this area of the law.
Continue Reading Interview with Law Professor Larry Ribstein on his New Book, “The Rise of the Uncorporation”
Contender to 50% Stock Interest Wins Decisive Round in Battle Over Nominee Agreement
The fascinating case of Yemini v. Goldberg, involving the enforceability of a Nominee Agreement between two 50% shareholders, makes its second appearance in this week’s New York Business Divorce on the occasion of a new decision in the case by Justice Stephen Bucaria.
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Beware Unreasonable Restraints on Alienation When Drafting Shareholder and Operating Agreements
Shareholder and operating agreements typically contain provisions restricting the right to transfer stock or membership interests. A recent decision by Justice Ira Warshawsky in Verderber v. Commander Enterprises Centereach, LLC, in which he refused to grant a preliminary injunction enforcing a transfer restriction, prompts this week’s New York Business Divorce to examine the ancient rule against unreasonable restraints on alienation.
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