Business divorce litigants ask all the time, “Can the company pay my legal fees?” In this week’s New York Business Divorce, the first in a two-part series, we take a look at ways in which closely-held business owners and managers may defend themselves with funds advanced or indemnified by the business.
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For Close Business Owners, the Toothless Notice of Pendency Remedy Unexpectedly Gets Some Bite
New York appellate case law invariably holds that a closely-held business owner lacks a direct property interest or right in the entity’s underlying real estate asset to support a Notice of Pendency. But in this week’s New York Business Divorce, we feature an uncommon motion court decision declining to vacate a Notice of Pendency placed by an LLC member upon the entity’s real estate asset to thwart the property’s sale to a third-party buyer. Is this recent decision an outlier, or the birth of an exception to the rule?
Top 10 Business Divorce Cases of 2025
Welcome to our 18th annual edition of the Top 10 business divorce cases featured on this blog over the past year.
This year’s selections include a split decision by the New York Court of Appeals in a fascinating case involving a Delaware LLC, along with Appellate Division and trial court opinions addressing stock valuation, estate
Mere Assignment of an LLC Membership Interest Does Not Make You a Member
Hoping to derive standing to sue from an LLC membership interest assignment? This week’s New York Business Divorce is another reminder that assignment of a membership interest does not convey actual membership status, with all the coveted legal rights flowing therefrom, unless the operating agreement grants the assignor such power, and, then, only where the assignor and assignee comply with all the conditions of the contract for admission of a new member. Anything less can result in total litigation defeat.
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A Wolf in Sheep’s Clothing: Shareholder Agreement’s “Except as Otherwise Set Forth Herein” Hands Control of Famed Restaurant to Minority Shareholders
“Except as otherwise set forth herein” is a common proviso in agreements of all sorts. It can provide clarity. It also can cause dispute, as in the case highlighted in this post.
Winter Case Notes: Nice Try, But the Agreements Say What They Say
This week’s New York Business Divorce presents the 2025 Winter Case Notes, where we highlight a few recent decisions of interest featuring strict adherence to statutory language and the parties’ governing agreements.
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No Unforced Errors Please: “For Cause” Removal Provisions Mean What They Say and Say What They Mean
In this week’s business divorce follies, an imprecisely-drafted notice of default and cure letter leads to a stunning defeat for a group of limited partners who tried to remove a limited partner “for cause” under the partnership agreement.
Affiliated Entities, Conflicting Duties, and the Business Judgment Rule
A recent case from New York County caps a decade-long litigation saga and offers helpful guidance on when the business judgment rule applies to pocket-to-pocket transactions with common ownership on both sides.
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When Trying to Discover Tax Returns in Business Divorce Litigation, Bring Your A Game
This week’s New York Business Divorce focuses on the legal hurdles litigants and their counsel must overcome to discover an opponent or non-party’s confidential tax records and information.
Top 10 Business Divorce Cases of 2024
This week’s New York Business Divorce proudly presents its 17th annual survey of the past year’s Top 10 business divorce cases featured on this blog.
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