In a decision of apparent first impression last month, Justice Nancy Bannon of the Manhattan Supreme Court issued an injunction against the holding of a corporate election under BCL § 619. Minority shareholders facing an anticipated election called by a rival majority would be wise to consider the roadmap to injunctive relief charted by the plaintiffs here.
Continue Reading Stop the Vote: Injunction Halts Shareholders Meeting Pursuant to Courts’ Broad Power to Review Corporate Elections
Board of Directors
Dissolve for Failure to Elect a Board? Better Demand an Election First
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
Navigating Rocky Shoals and Safe Harbors When Board Members Fix Their Own Compensation
This week’s New York Business Divorce features a recent decision in which the court addressed novel issues — and found guidance in Delaware case law — in a shareholder derivative action challenging compensation packages given to officer/directors.
Continue Reading Navigating Rocky Shoals and Safe Harbors When Board Members Fix Their Own Compensation
Court Dismisses Dissolution Petition Amidst Multi-Jurisdictional Battle for Control of LLC
An unusual, two-state battle between 50-50 owners of a New York LLC led to a decision earlier this month by Justice Kornreich dismissing a dissolution petition and denying injunctive relief following a New Jersey judge’s order appointing a fifth Director to break a Board deadlock. This week’s New York Business Divorce has the story.
Continue Reading Court Dismisses Dissolution Petition Amidst Multi-Jurisdictional Battle for Control of LLC