This week’s New York Business Divorce looks at two recent decisions by Justices Stephen Bucaria and Emily Pines granting “outside the box” remedies in LLC dissolution cases, one involving buyout and the other involving appointment of a temporary receiver to act as monitor of financial records.
Continue Reading Judges Thinking Outside the LLC Dissolution Box
Getting sued by your client’s adversary is an occasional occupational hazard for attorneys in any field, but perhaps more so for attorneys who represent closely held companies that fall into the business divorce maelstrom, as evidenced by Nassau County Justice Denise Sher’s recent decision in Aranki v. Goldman & Associates. It’s in this week’s New York Business Divorce.
Continue Reading Lawyers Caught in the Crossfire of Shareholder Disputes
Kun v. Fulop, decided last month by the Appellate Division, Second Department, is one of those cases that inspires the saying, If you want to ruin a good friendship, go into business together. Get the story in this week’s New York Business Divorce.
Continue Reading Disputes Over Shareholder Status in Close Corporations Continue to Vex Courts
This week’s New York Business Divorce examines a recent Appellate Division, Second Department decision in Matter of Dream Weaver Realty, Inc., where the court affirmed dissolution of a realty company owned equally by two feuding shareholders, over the objection that a liquidation sale of the realty would result in less proceeds than a non-forced, private sale outside of dissolution.
Continue Reading Impasse Over Winding Up of Realty Company Leads to Judicial Dissolution
On January 26th, in a case called Matter of 1545 Ocean Avenue, LLC, the Appellate Division, Second Department, became the first New York appellate court since the LLC Law’s enactment in 1994 to articulate a standard for judicial dissolution of limited liability companies. Read about Justice Leonard Austin’s scholarly opinion for the court, from which two justices dissented in part, in this week’s New York Business Divorce.
Continue Reading It Only Took 16 Years: New York Appellate Court Defines Standard for Judicial Dissolution of Limited Liability Companies
The fascinating case of Yemini v. Goldberg, involving the enforceability of a Nominee Agreement between two 50% shareholders, makes its second appearance in this week’s New York Business Divorce on the occasion of a new decision in the case by Justice Stephen Bucaria.
Continue Reading Contender to 50% Stock Interest Wins Decisive Round in Battle Over Nominee Agreement
This week’s New York Business Divorce features a recent decision by the Appellate Division, Second Department, reversing the denial of a preliminary injunction centering on the enforceability of a written Nominee Agreement which acknowledged Party A as the “true owner” of a 50% stock interest in the corporation and appointed as his nominee Party B who otherwise was reflected as 100% owner in all of the corporation’s records and tax filings.
Continue Reading Nominee Agreement Trumps Corporation Records in Fight Over Stock Ownership
Do broad arbitration clauses in shareholders’ agreements mandate arbitration of petitions for involuntary corporate dissolution? Find out in this week’s New York Business Divorce.
Continue Reading Mandatory Arbitration of Dissolution Proceedings
The LLC Law gives members certain rights to inspect company records. Read this week’s New York Business Divorce to find out how courts have taken different approaches to the issue.
Continue Reading Statute and Cases Create Uncertainty Over LLC Member’s Right to Inspect Books and Records
The LLC Law omits any provision for appointment of a temporary receiver. Read about a recent case where it made a difference.
Continue Reading LLC Dissolution and Receivers