This week’s New York Business Divorce offers some “summer shorts” consisting of summaries of three recent decisions of interest by Justices Orin Kitzes, Stephen Bucaria and Ellen Coin featuring involving exclusion of a minority LLC member seeking dissolution, a request for injunctive relief pending the trial of a corporate dissolution case, and a cmplaint seeking profit share following the revocation of an LLC membership purchase agreement.
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A recent decision by Queens County Commercial Division Justice Orin Kitzes in Matter of Adelstein illustrates the crucial role of forensic accounting in testing and adjusting a company’s financial statements for purposes of stock valuation in an oppressed minority shareholder case. Read more in this week’s New York Business Divorce.

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Must a corporate dissolution petition name all shareholders as respondents? Does the dismissal of a shareholder’s prior lawsuit asserting derivative and employment-based claims preclude his seeking relief as an oppressed minority shareholder? These are the questions answered in a recent decision by Justice Orin Kitzes in Matter of Adelstein (Finest Foods Distributing Co.), featured in this week’s New York Business Divorce.

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The grant or denial of preliminary injunctive relief at the outset of a dissolution proceeding can make a critical difference in the events that follow. This week’s New York Business Divorce looks at two back-to-back decisions by Justice Orin Kitzes, one denying and one granting injunctive preliminary relief, in cases that otherwise have a lot in common.

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Common law dissolution is something of a remedy of last resort for the oppressed minority shareholder who does not hold the requisite 20% of the corporation’s voting shares to bring a dissolution proceeding under BCL Section 1104-a. This week’s New York Business Divorce highlights a recent decision by Queens County Commercial Division Justice Orin Kitzes ordering a hearing to determine a common law dissolution petition brought by 15% shareholders of a restaurant business.

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The laws authorizing “oppressed” minority shareholders to petition for corporate dissolution also give the majority shareholders the right to avoid litigating dissolution by electing to purchase the petitioner’s shares for fair value. This week’s New York Business Divorce highlights a recent case in which the court refused to permit an untimely election.

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“Eat and drink with your relatives; do business with strangers.” This Greek proverb gets sorely tested by the case featured in this week’s New York Business Divorce, involving a Greek restaurant business in which one of the shareholders died after filing for dissolution and the other then sought to enforce a buyback provision in the shareholders’ agreement.

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