This week’s New York Business Divorce highlights a recent decision by Manhattan Commercial Division Justice Andrea Masley dismissing a petition to dissolve a realty holding corporation brought under the rarely used Section 1104 (c) of the Business Corporation Law for failure to hold board elections.
Continue Reading Dissolve for Failure to Elect a Board? Better Demand an Election First

Under what circumstances, if at all, does resignation of one member of a two-member board of directors eliminate “deadlock” and “internal dissention” as an available grounds for corporate judicial dissolution? In this week’s New York Business Divorce, we consider a recent ruling by Justice Andrea Masley on that important question.
Continue Reading Resignation: Antidote for Internal Dissention and Deadlock?

If a Schedule K-1 lists you or your client as a “general partner” and 2% owner of a partnership, is that the end of the story for proving ownership status? This week, we consider that question in the context of a long-running litigation between a well-known insurance litigation firm and its former “partner” over his standing to sue to dissolve the business.
Continue Reading The Law Firm “Partner”- A Rose by Any Other Name . . .