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It’s no match for Jarndyce v. Jarndyce, but 15 years is some sort of record for litigating the breakup of a single-asset real estate partnership during which one of the partners died, triggering the other’s option to purchase under a fixed-price formula. Read about it in this week’s New York Business Divorce.
Continue Reading A Partnership Dissolution in Three Acts Over Fifteen Years and Counting

Courtesy of a recent decision by Brooklyn Supreme Court Justice Leon Ruchelsman, this week’s New York Business Divorce examines a case in which the court dismissed a petition for judicial dissolution of an LLC after finding that the petitioner failed to show he possessed a membership interest.
Continue Reading Court Looks to Partnership Law in Ruling Against Petitioner’s Status as LLC Member

Last year, in Pokoik v Norsel Realties, the trial court cited the plaintiff’s “litigious nature” and personal animus in dismissing his derivative claims based on conflict of interest. You’ll be interested to learn in this week’s New York Business Divorce that an appellate panel last week reversed the decision and reinstated the claims based on its finding that the parties’ relationship was not “especially acrimonious.”…
Continue Reading Appeals Court Reinstates Derivative Claims Dismissed for Conflict of Interest Where Parties’ Relationship Not “Especially Acrimonious”

The Manhattan Commercial Division recently dismissed derivative claims by a partner in a family-owned realty partnership based on conflicts of interest and his “litigious nature”. Learn more about this unusual and instructive case in this week’s New York Business Divorce. …
Continue Reading Suing on Behalf of People You’re Suing Can Sink a Derivative Lawsuit — Especially If You Have a Litigious Nature

Derivative claims are frequently asserted in business divorce litigation. Within the last two months the Manhattan-based Appellate Division, First Department, issued three decisions addressing the demand futility requirement in derivative lawsuits involving Delaware and New York corporations, limited partnerships and LLCs. Get up to speed with this week’s New York Business Divorce.
Continue Reading Recent Appellate Rulings Address Demand Futility in Derivative Lawsuits

Classifying a shareholder claim as direct or derivative has important consequences at the pleading stage and beyond. This week’s New York Business Divorce looks at a recent decision by Justice Melvin Schweitzer in which he concluded that the defendant majority shareholder’s alleged breaches of fiduciary duty, constituting a “de facto liquidation” of the company, could support dual direct and derivative claims.
Continue Reading Minority Shareholder’s De Facto Liquidation Claim: Direct, Derivative, or Both?

In prior litigation with his ex-wife, Gary Rubio swore he sold his shares in the family business to his father. When he brought a subsequent shareholder derivative action against his brother, he swore he didn’t, and proffered a company tax return to prove it. What’s a judge to do? Find out in this week’s New York Business Divorce.
Continue Reading Court Dismisses Shareholder Derivative Action Due to Inconsistent Stock Ownership Claim in Prior Lawsuit

The Court of Appeals in Tzolis v. Wolff authorized derivative suits on behalf of LLCs. This week’s New York Business Divorce looks at two post-Tzolis lower court decisions addressing pre-action demand and contemporaneous ownership requirements for such suits.
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Continue Reading Post-Tzolis Rulings Address Demand and Contemporaneous Ownership Requirements for LLC Derivative Actions