If you petition for deadlock-based dissolution, be prepared to liquidate via public sale. This week’s post explores the Second Department’s recent decision reversing a post-dissolution buyout of one shareholder via private auction.
Continue Reading Second Department Rejects Private Auction for Deadlocked Corporation
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
Creditors take note: New York’s Business Corporation Law gives creditors a path to intervene in a contested dissolution proceeding.
See that path at work in this week’s post.
Continue Reading Potential Creditor Drags Corporation in Stalled Dissolution Proceeding into Receivership
A court is empowered to correct a mistake solely in the reduction of an agreement to writing. This week’s post shows that power at work in the interpretation of a sailboat-owning LLC’s operating agreement.
Continue Reading Scrivener’s Error Keeps Sailboat-Owning LLC Afloat
How does one value a law firm’s caseload at dissolution? The litigation over the dissolution of Brown Chiari LLP has already made its mark on business divorce jurisprudence. As it approaches its sixth birthday, the case continues to deliver, with Erie County Commercial Division Justice Timothy J. Walker recently authoring two notable decisions concerning a partner’s interest in the firm’s substantial caseload at the time of its dissolution.
Continue Reading Disputes Abound When Law Firms Dissolve
A recent First Department decision recognizing a cause of action for shareholder oppression raises big questions in the area of minority shareholders’ rights.
Continue Reading A New Stile: First Department Shakes Up the Shareholder Oppression Claim
Does an LLC’s member’s pulling the trigger on a shotgun buy-sell agreement foreclose a petition for deadlock-based dissolution? Not if the members can’t agree on the terms of the sale, holds Vice Chancellor Slights.
Continue Reading Holes in Shotgun Buy-Sell Agreement Keep Deadlock Dissolution Petition Alive
A recent decision by the Eleventh Circuit U.S. Court of Appeals has created a split among the Circuits on the question whether federal District Courts should decline to adjudicate corporate dissolution actions under the Burford abstention doctrine. Learn more in this week’s New York Business Divorce.
Continue Reading U.S. Circuit Courts Split on Abstention Doctrine in Dissolution Cases
In this week’s New York Business Divorce, read about the hurdles one can face when attempting to change course after suing for, or stipulating to, dissolution. The lesson: when suing for dissolution, be prepared to see it through to the bitter end.
Continue Reading An Extreme Case of Petitioner’s Remorse
Law firms see more than their fair share of business divorce litigation. But what are the chances of lightning striking twice? In this week’s New York Business Divorce, read about a fascinating, post-trial decision in which an upstate law firm endured a bitter partnership breakup for the second time in a decade, with the same partner taking the opposite position in each lawsuit.
Continue Reading Lawyer Says, “I’m Not a Partner, No Wait, I am a Partner!” Which is It?