A recent Brooklyn Supreme Court case bring useful insight on three post-dissolution fundamentals: when (and how) a dissolution can be annulled, the court’s supervisory power under BCL 1008, and why, when shareholders are deadlocked as to dissolution procedure, a public sale—not a private deal—is the default endgame.
Continue Reading Corporate Afterlife: Deadlock and Accounting in the Winding-Up Phase
If you petition for deadlock-based dissolution, be prepared to liquidate via public sale. This week’s post explores the Second Department’s recent decision reversing a post-dissolution buyout of one shareholder via private auction.
Continue Reading Second Department Rejects Private Auction for Deadlocked Corporation
A decision last week by the Appellate Division, Second Department, in Mizrahi v. Cohen ordered a buy-out of a 50% LLC member by the other 50% member as an equitable remedy in lieu of a winding-up and liquidation of the LLC’s assets. Read about this important decision in this week’s New York Business Divorce.
Continue Reading Appellate Court Orders Equitable Buy-Out in LLC Dissolution Case