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In a decision of apparent first impression in New York, an appellate panel last week upheld the common-law right of a shareholder to inspect the books and records of the corporation’s wholly-owned subsidiary. Get the full story in this week’s New York Business Divorce.
Continue Reading Ruling Upholds Shareholder’s Right to Inspect Subsidiary’s Books and Records

The Delaware Court of Chancery plays an outsized role not only in the public company arena, but also in the field of business divorce and other disputes among co-owners of closely held corporations, partnerships, and LLCs. This week’s New York Business Divorce sets the stage and invites you to listen to a podcast interview of Delaware lawyers Kurt Heyman and Pete Ladig discussing litigation of business divorce cases in the Delaware Chancery Court.
Continue Reading Business Divorce, Delaware Style

The death and testamentary bequests of the majority member of a family-owned LLC set the stage for a legal contest over the executor’s standing to enforce dissolution and have himself appointed as receiver to wind up the LLC’s affairs. This week’s New York Business Divorce has the story.
Continue Reading Executor of Deceased Majority Member Appointed Receiver to Wind Up LLC

A decision last month by Justice Robert Bruno foiled a convicted felon’s attempt to assign to his wife his 50% membership interest in two realty holding LLCs. Find out more in this week’s New York Business Divorce. …
Continue Reading How Good is Your Operating Agreement’s Anti-Assignment Clause?

A longstanding inter-departmental rift was healed last week when the Appellate Division, First Department, issued a decision disavowing one of its own precedents and aligning itself with Second and Third Department decisions holding that New York courts lack jurisdiction to order dissolution of foreign business entities. Read about this important ruling in this week’s New York Business Divorce. …
Continue Reading A Split No More: First Department Agrees, No Subject Matter Jurisdiction to Dissolve Foreign Business Entities

This week’s New York Business Divorce features a guest post by Daniel S. Kleinberger, Emeritus Professor of Law at William Mitchell College of Law and renowned expert on business organizations. His topic: the implied covenant of good faith and fair dealing under Delaware law. …
Continue Reading Unraveling the Implied Covenant of Good Faith and Fair Dealing: Guest Post by Professor Daniel Kleinberger

This week’s New York Business Divorce examines a recent Justice Bucaria decision that, upon reconsideration, allows an LLC member’s suit to recover withheld distributions to proceed without necessity of amending her complaint to seek judicial dissolution. The decision also prompts a look at the LLC Law’s statute of repose for “wrongful distributions.”…
Continue Reading LLC “Squabble” Gets Back Its Day in Court

A very interesting decision earlier this month by Justice Eileen Bransten in Doppelt v. Smith addressed whether a minority limited partner’s right to seek judicial dissolution was preempted by the partnership agreement’s provision authorizing dissolution upon the consent of a majority of the limited partnership interests. Read more in this week’s New York Business Divorce. …
Continue Reading Court Enforces Waiver of Limited Partner’s Right to Seek Judicial Dissolution — Or Did It?

Over the last year or so Nassau County Commercial Division Justice Stephen Bucaria has issued a series of decisions in disputes among co-owners of close corporations and LLCs applying the ancient rule of partnership law prohibiting courts from adjudicating such disputes except when dissolution or a final accounting is sought. Learn more about this intriguing development in this week’s New York Business Divorce. …
Continue Reading Squabbling Partners with Piecemeal Adjudications Need Not Apply