Let’s say you are a minority interest holder facing a squeeze-out merger. If someone else controls the process, the price, and the paperwork, how do you know the deal was fair? Can a minority shareholder that also holds a meaningful stake in the controller really be counted among the “disinterested” minority in a vote of
Some business divorce cases are about money. Others are about control. Today’s case, Homapour v 3M Properties LLC, 2026 NY Slip Op 04371 (1st Dept 2026), is about both.
As we often see with second and third generation closely-held family businesses, the informal trust and family hierarchy that may have helped build the enterprise
Don’t snicker at that promissory estoppel claim buried in your opponent’s complaint. Every once in a while, a cause of action for promissory estoppel can salvage an otherwise nonviable claim for equity ownership in the form of a fallback damages remedy. Have a read in this week’s New York Business Divorce.
Continue Reading A Wrong in Search of a Remedy: Promissory Estoppel
Some of the most interesting cases we post about on this blog are, of course, the ones where there is more than meets the eye.
On the surface, today’s case—Bapaz NYC West St Group LLC v. Assa Properties Inc., 2026 NY Slip Op 03061 (1st Dept May 14, 2026)—appears to address a
Litigation over who is—and who is not—a member of a limited liability company has become a defining feature of LLCs. A recent First Department decision suggests a shift away from informality and back toward strict compliance with the contractual mechanics of admission.
Continue Reading Promise of Equity Falls to Operating Agreement’s Rigid Admission Requirements
Can a three-person minority outvote a four-person majority to oust the majority-appointed, longtime CEO of a profitable company (who also happens to be the founder of the company) in a vote requiring supermajority approval?
The math ain’t mathing, you may be saying to yourself.
But today, we explore a case—SJI Renewable Entery Ventures LLC,
Strict compliance with contractual conditions precedent, yea or nay? In New York, it depends.
Now, the general rule is that strict compliance with contractual conditions precedent is required. The New York Court of Appeals has previously held: “Express conditions must be literally performed, substantial performance will not suffice” (MHR Capital Partners LP v Presstek,
A new First Department decision proves once again that no one can agree on the Discount for Lack of Marketability.
Continue Reading The Valuation Discount That No One Can Agree On, Still
You can’t have a business divorce without first having a business marriage.
Simple enough, right? But, a number of cases we’ve featured on this blog involve the central question of whether the parties, in fact, formed a business relationship… and the attendant difficulties in litigating those types of disputes. Specifically, in a post not too