A shareholder dispute spanning seven years of litigation in New York and Delaware came to an end last week with the latter state’s highest court’s refusal to rehear the case. This week’s New York Business Divorce highlights two of the many issues raised along the way: whether Delaware law recognizes a common-law claim for minority shareholder oppression, and the validity of a reverse stock split and cash-out of the minority shareholder that deprived her of standing to pursue derivative claims.
Continue Reading Business Divorce Case Reaches End of Long and Winding Road

A shareholder’s derivative action alleging misappropriation and waste by the controlling shareholders, filed in 2009, was scheduled for trial earlier this month. About three weeks before trial, the controlling shareholders initiated a freeze-out merger for the specific purpose of defeating the suing shareholder’s standing to maintain the action. Did it work? Find out in this week’s New York Business Divorce.
Continue Reading Court Permits Freeze-Out Merger on Eve of Trial of Shareholder Derivative Action