In this week’s New York Business Divorce, read about how dissenting general partners can potentially wreak havoc on partnership real property sales, and how buyers can protect themselves from judicial invalidation of their transactions.
Continue Reading When Dealing in Partnership Owned Real Property, Caveat Emptor
This week’s New York Business Divorce previews and links to the latest podcast episode of the Business Divorce Roundtable featuring an interview with retired Commercial Division Justice Carolyn Demarest in which we discuss the litigation and mediation of business divorce cases.
Continue Reading Interview With Justice Carolyn Demarest (Ret.) on Litigating and Mediating Business Divorce Cases
The partnership form of business association largely has faded from the scene as a vehicle for commercial enterprises, in favor of LLCs and S corporations, but there remains a trickle of litigated cases involving partnership breakups, three of which are highlighted in this week’s New York Business Divorce.
Continue Reading A Potpourri of Partnership Breakups
In the absence of statutory authorization, a few courts have ordered equitable buy-outs in LLC dissolution cases. This week’s New York Business Divorce examines an important question in such cases: What valuation date should be used?
Continue Reading Court-Ordered LLC Buy-Outs: What’s the Valuation Date?
The test for dissolution of an LLC includes whether its purpose as defined in the LLC agreement is no longer achievable. This week’s New York Business Divorce looks at cases, including a Delaware Chancery Court decision released days ago, in which courts have looked outside the agreement to determine the LLC’s purpose.
Continue Reading Finding Purpose Outside the LLC Agreement
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
A decision last month by Justice Carolyn Demarest, in Novikov v. Oceana Holdings Corp., granted a minority shareholder’s books-and-records petition predicated on the need to investigate possible management misconduct. On the heels of a recent First Department case to similar effect, might this be the start of a trend? Find out more in this week’s New York Business Divorce.
Continue Reading Minority Shareholder’s Investigation of Management Misconduct is Proper Purpose for Books & Records Demand
On the heels of the Zelouf and AriZona Iced Tea cases, this week’s New York Business Divorce highlights yet another interesting fair value contest, decided by Justice Carolyn Demarest, involving a battle of forensic accounting and valuation experts over the alleged skimming of millions in cash receipts at a restaurant.
Continue Reading Restaurant’s Cash-Skimming Majority Owners Forced to Buy Out Minority Shareholder or Face Dissolution
This week’s New York Business Divorce offers short summaries of three recent decisions of interest by Commercial Division Justices Melvin Schweitzer, Carolyn Demarest, and Marcy Friedman in which the courts addressed interesting issues concerning shareholder standing to seek removal of a director and dissolution of a wholly-owned subsidiary; venue in dissolution proceedings; and application of CPLR 205’s savings provision to the statute of limitations in a dissolution case.
Continue Reading Summer Shorts: Director Removal and Other Recent Decisions of Interest
Can real property titled in the names of individuals be deemed partnership property? That’s the question recently answered by Justice Carolyn Demarest in Sokolowski v. Wodkiewicz, a case involving competing claims by the estate of a deceased property owner and the surviving co-owners who asserted the right to purchase the estate’s interest. This week’s New York Business Divorce has the story.
Continue Reading Court Determines Realty is Partnership Asset in Dispute Between Surviving Partner and Estate