None too surprisingly, last week the Delaware Supreme Court in Blaustein v. Lord Baltimore Capital Corp. affirmed a Court of Chancery decision dismissing the contention that directors of closely held Delaware corporations have a common-law fiduciary duty to redeem the stock of a minority shareholder. Read more in this week’s New York Business Divorce.
Continue Reading Delaware Supreme Court: No Duty to Buy Out Minority Stockholder

It’s a familiar story: Business partners have a falling out, and without the assistance of counsel prepare and sign on their own a written agreement that almost inevitably creates more problems than it solves. This week’s New York Business Divorce highlights a recent decision by Manhattan Justice Carol Edmead in which she
Continue Reading Breaking Up Badly

Last week’s Court of Appeals decision in Pappas v. Tzolis completes a trilogy of recent decisions by that court dismissing fiduciary breach claims by disappointed sellers concerning buy-out agreements that contain releases or waivers of fiduciary duty. Learn more in this week’s New York Business Divorce.
Continue Reading Pappas Saga Ends, Court of Appeals Upholds Fiduciary Waiver in LLC Buy-Out Agreement

Someday, if and when the facts come out in discovery, we’ll learn what really happened in the curious case of Matter of Hu (Lowbet Realty Corp.), 2012 NY Slip Op 22314 (Sup Ct Kings County Nov. 2, 2012), in which a slippery minority shareholder somehow managed to sell the corporation’s sole realty asset and abscond with $1.6 million sale proceeds in violation of court order in a pending liquidation proceeding brought by the majority shareholder. In the meantime, the buyer and the property manager now find themselves ensnared in the majority shareholder’s effort to rescind the sale and to recover damages.

The court’s decision in Lowbet, issued earlier this month by Brooklyn Commercial Division Justice Carolyn E. Demarest, tells a remarkable story of brazen disobedience of court order by one Margaret Liu, a 25% shareholder of Lowbet Realty Corp. The decision also sheds light on an interesting, rarely seen procedural question in corporate dissolution proceedings, namely, whether the court may adjudicate within such summary proceedings a shareholder’s claim for relief against a third party who is neither a shareholder nor officer/director of the corporation, rather than being forced to commence a separate, plenary action by ordinary summons and complaint.


The petitioner, Shau Chung Hu, was the 100% owner of Lowbet when, in 1980, it purchased a 19-unit apartment building in Brooklyn. In 1985, Hu married Margaret Liu and gave her a 25% stock interest in Lowbet. Mr. Hu and Ms. Liu separated in 1995, at which time Mr. Hu went to China where he has resided ever since, leaving Ms. Liu in full control over Lowbet.
Continue Reading Dissolution Case Ensnares Buyer of Corporation’s Realty in Unauthorized Sale

Justice David Schmidt of the Kings County Commercial Division issued a decision last week holding that, absent stock transfer restrictions in the shareholders’ agreement, a close corporation shareholder has no fiduciary duty requiring that the shares of a departing shareholder be offered pari passu to the remaining shareholders. Get the details in this week’s New York Business Divorce.

Continue Reading There’s No Fiduciary Duty to Share and Share Alike for Shares of Stock

This week’s New York Business Divorce examines a fascinating post-trial decision last month by Justice Emily Pines in which the court resolved competing claims by a medical practice and one of its members who was expelled in the aftermath of a contentious acquisition of an ambulatory surgery center. You won’t want to miss it.

Continue Reading Anesthesiology Practice Undergoes “Legal Equivalent of a Proctology Exam” in Shareholder Dispute

Delaware decisional law holds that members of a Delaware LLC may eliminate the LLC manager’s default fiduciary duties by explicit disclaimer in the LLC agreement. In its decision last month in Kagan v. HMC-New York, Inc., a divided panel of the Appellate Division, First Department, disagreed whether the wording of a fiduciary disclaimer in an LLC agreement was sufficiently precise to warrant summary dismissal of fiduciary breach claims. Learn more about this important topic in this week’s New York Business Divorce.

Continue Reading Elimination of LLC Manager’s Fiduciary Duties Divides Appellate Panel

Last week’s New York Business Divorce looked at Auriga Capital v. Gatz in which Chancellor Leo Strine of the Delaware Chancery Court undertook a comprehensive analysis of LLC manager fiduciary duties under Delaware law. This week’s post takes a comparative look at New York LLC manager duties.

Continue Reading What Does Chancellor Strine’s Auriga Capital Decision Teach Us About Fiduciary Duties of New York LLC Managers? (Part Two)

The New York Court of Appeals sidestepped the issue of LLC promoter liability for pre-formation nondisclosure in its decision last week in Roni LLC v. Arfa. It’s in this week’s New York Business Divorce, which also pays tribute to the late Professor Larry Ribstein.

Continue Reading With a Whimper, Not a Bang: New York’s Top Court Rules on LLC Promoter Liability