Internal Affairs Doctrine

Did the parties get it wrong, or the judge, or both in Verkhoglyad v Benimovich, in which the court let proceed a claim to dissolve a foreign business entity and refused to enforce forum selection and pre-suit mediation clauses in the operating agreement of a New Jersey LLC. Learn more in this week’s New York Business Divorce.
Continue Reading Read This Case. Slap Your Head. Not Too Hard.

Justice Emily Pines’ decision last month in Matter of Bianchi, dismissing for lack of subject matter jurisdiction a petition to dissolve a New York-based Delaware corporation, raises anew the conflicting decisions on the issue among New York’s several Appellate Divisions. This week’s New York Business Divorce has the story.
Continue Reading The Conflict Continues Over Judicial Dissolution of Foreign Corporations

What happens when feuding business partners bring competing lawsuits against each other, including a dissolution proceeding, in different courts in different states? That’s the question addressed in a recent decision by Suffolk County Commercial Division Justice Elizabeth Emerson in Picarella v. HMA Properties, LLC, highlighted in this week’s New York Business Divorce.
Continue Reading Fighting for Home Court Advantage in Multi-State Business Divorce Litigation

It happens once in a while: the co-owners of a business entity formed under the laws of State X have a choice of law clause in their agreement opting to be governed by the laws of State Y. Such was the case in Gelman v. Gelman, recently decided by Justice Daniel Palmieri involving a dispute between sibling co-members of a Delaware LLC whose operating agreement had a New York choice of law provision. Which state’s law did the court apply? Get the answer in this week’s New York Business Divorce.
Continue Reading What Law Applies When Internal Affairs Doctrine Clashes With Choice-of-Law Clause?