In a follow-up to last week’s New York Business Divorce, this week’s post addresses a second decision by Justice Saliann Scarpulla in the Yu family constellation of ilitigations, this time considering the fatal effects on standing to sue for statutory dissolution by assigning one’s stock voting rights.
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The lesson of the case highlighted in this week’s New York Business Divorce is simple: Don’t file for dissolution under the shareholder oppression and looting statute unless you’re prepared for the opposing shareholders to elect to purchase your shares for fair value, because you may not be able to walk it back.
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When majority shareholders, for good or bad reason, terminate the minority shareholder’s employment in a closely held company that pays no dividends, is the minority shareholder’s at-will employment status a defense to an involuntary corporate dissolution proceeding? The answer arrives in this week’s New York Business Divorce courtesy of a recent decision by Justice Marily Shafer in the case of Ambar v. Devington Technologies, Ltd.

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