Insurance-funded buy-sell agreements among owners of closely held companies, when done right, provide financial security for the family of a deceased owner and continuity for the surviving owners. When done wrong, well, that’s another story, as illustrated in a case recently decided by Justice Timothy Driscoll highlighted in this week’s New York Business Divorce.
Continue Reading How Not to Create an Insurance-Funded Buy-Sell Agreement
A recent decision by Justice Timothy S. Driscoll in Matter of Yahudaii dealt with a dissolution petitioner’s attempt to pursue his case in another county by amending the certificate of incorporation. Did it work? Find out in this week’s New York Business Divorce.
Continue Reading Gaming the Venue Game in Dissolution Cases
A recent ruling by Justice Timothy Driscoll in De Well Shipping Container Corp. v. Guo highlights the uncertainties and perils when clients, without their lawyers present, negotiate and sign an informal agreement settling a shareholder dispute with a buy-out. Read about it in this week’s New York Business Divorce.
Continue Reading Trouble Looms When Clients Negotiate Their Own Shareholder Buy-Out Settlement Agreements
This week’s New York Business Divorce offers some “summer shorts” consisting of summaries of three recent decisions of interest including two by Justice Timothy Driscoll and another by Justice David Schmidt, featuring disputes over a liquidating receiver’s sale of the dissolved corporation’s real property and the requirements for pleading derivative claims.
Continue Reading Summer Shorts: Liquidating Receiver’s Authority to Compel Share Redemption and Other Recent Decisions of Interest
Derivative claims seeking recovery on behalf of the business entity frequently are brought in liitgation among the business’s co-owners. Often they are combined with direct claims seeking individual redress. A decision last week by a Manhattan appellate panel in Yudell v. Gilbert, featuring a signed opinion by Justice Karla Moskowitz, adopts Delaware’s approach to distinguish direct from derivative claims, which is crucial in determining whether the plaintiff must satisfy the requirement of pre-suit demand upon the entity’s controlling body. This week’s New York Business Divorce has the story.
Continue Reading Appellate Decision in Partnership Dispute Clarifies Distinction Between Direct and Derivative Claims
All other things being equal, the odds of an eventual business divorce go up when one of two business partners is also the business’s landlord. Case in point: Matter of Shure (S&S Eatery, LLC), decided last month by Justice Timothy Driscoll. Learn more in this week’s New York Business Divorce.
Continue Reading LLC Dissolution Case Highlights Divergent Interests When One Member is Also the Landlord
Dissension between members of a family-owned business can present especially difficult issues when litigation erupts. This week’s New York Business Divorce highlights recent decisions by Justices Timothy Driscoll (Nassau County), Emily Pines (Suffolk County) and Deborah Kaplan (Manhattan) involving dissolution and related claims among warring family members.
Continue Reading A Toxic Mix of Family and Business
This week’s New York Business Divorce highlights the contributions of the Nassau County Commercial Division Justices Stephen Bucaria, Ira Warshawsky and Timothy Driscoll to the body of business divorce case law, also featuring three of their recent decisions.
Continue Reading New Decisions of Interest by Nassau County’s Commercial Division Judges
The rough and tumble of business divorce meets attorney ethics in this week’s New York Business Divorce which highlights a pair of decisions by Justices Elizabeth H. Emerson and Timothy S. Driscoll involving the issue of attorney disqualification in judicial dissolution proceedings of closely held businesses.
Continue Reading Disqualification of Counsel in Business Divorce Proceedings
Unlike regular lawsuits that can be initiated with a notice pleading, a petition for involuntary corporate dissolution must contain detailed factual allegations supported by any available documentary evidence to establish the requisite grounds, be they oppressive action, fraud, waste and looting, or deadlock. A recent decision by Nassau County Commercial Division Justice Timothy S. Driscoll in Matter of Comparato illustrates the dire consequences of a petition that relies solely on conclusory allegations of misconduct. It’s in this week’s New York Business Divorce.
Continue Reading Attention All Would-Be Corporate Dissolution Petitioners: Notice Pleading Doesn’t Cut It. You Need to Allege Facts. Lots of Them.