In this week’s New York Business Divorce, read about a rare decision considering whether to grant an untimely BCL 1118 buyout election and the unsavory consequence of the respondent’s delay: imposition of a million dollar bond.
Continue Reading The Worst of Both Worlds: Untimely Buyout Election Yields Full Merits Hearing and Huge Bond
Can two contested dissolution petitions—one by each 50% shareholder based on the other’s alleged misconduct—yield a shortcut to uncontested dissolution? See what the Second Department has to say in this week’s post.
Continue Reading Dueling Dissolution Petitions Beget Dissolution Without Consideration of Alternate Remedies
In this week’s New York Business Divorce, read about a recent appeals court decision in which an elderly male business founder alleged he was ousted from the company and his reputation smeared based upon false allegations of sexual harassment allegedly solicited by a hostile male CEO. Do these allegations equate to a viable claim for breach of fiduciary duty against the CEO? Find out in this week’s New York Business Divorce.
Continue Reading #MeToo and Business Divorce: The Flip Side
Not all misconduct by majority shareholders is worthy of dissolution or a compelled buy-out. The Court’s broad power under BCL 1104-a to craft appropriate remedies also includes the power to award money damages, and dissolution may not be appropriate where the alleged shareholder oppression was a discrete, one-time transaction.
Continue Reading Court Rejects Oppressed Shareholder’s Bid for Dissolution or Buy-Out, Finds Money Damages Sufficient
This week’s New York Business Divorce highlights an unusual corporate dissolution case in which a tie-break provision in the shareholders agreement of 50/50 shareholders gave one of them the decisive vote in the event of board deadlock, which in turn doomed the other’s deadlock dissolution petition.
Continue Reading Tie-Breaker in Shareholders Agreement Defeats Deadlock Dissolution Petition
Call it the case of the underwater watering hole. This week’s New York Business Divorce looks at a recent post-trial decision by Justice Carolyn Demarest ordering $1 buy-outs of the petitioners’ shares in a debt-laden business that operates a neighborhood bar.
Continue Reading Dissolution Battle Over Heavily Indebted Business Yields $1 Buy-Outs
This week’s New York Business Divorce offers a primer on the fundamental issue of standing to seek judicial dissolution of a closely held business corporation, featuring a review of the statutory criteria and related case law.
Continue Reading Understanding Standing in Corporate Dissolution Cases
The Appellate Division’s landmark ruling in the 1545 Ocean Avenue case sharply demarcated the different statutes and different grounds available for judicial dissolution of LLCs and closely held corporations. So why, in a recent trial court decision, did the court grant judicial dissolution of an LLC under both the LLC Law and the Business Corporation Law? This week’s New York Business Divorce explains.
Continue Reading Did Anyone Tell the Judge the Business Corporation Law Doesn’t Apply to LLC Dissolution?