The key question in shareholder oppression claims is often whether the complaining shareholder’s expectations were reasonable under the circumstances. A recent decision from Albany County and a recently published article highlight two sides of a debate about how “contractual” the reasonable expectations inquiry should be.
Continue Reading Can a Shareholder Be Oppressed After Ceding Control? Oppression, Reasonable Expectations, and Contractual Formalism
To what extent do sharply disputed issues of fact preclude injunctive relief in business divorce cases? Read about an illuminating decision from Albany County Commercial Division Justice Richard Platkin addressing this question in this week’s New York Business Divorce.
Continue Reading Fact Issues and Credibility Determinations on Injunction Motions
What happens when you cross an at-will employment agreement with a mandatory redemption requirement at a deeply discounted price? Find out in this week’s post.
Continue Reading At-Will Employment Agreement Plus Mandatory Redemption Clause Leaves Minority Shareholder-Employees Out in the Cold
This week’s post discusses what happens when shareholders of a Professional Corporation retire without an agreement governing the redemption of their shares.
Continue Reading Must a Professional Corporation Redeem the Shares of its Retired Shareholders?
In this week’s New York Business Divorce, read about the faithless servant doctrine as it expands from the law of agency and employment to business divorce.
Continue Reading Faithless Servant in Business Divorce Cases
Shareholders considering exercising their right to inspect the corporation’s books and records–particularly in the context of a valuation proceeding under BCL 1118 or 623–would be wise to consider Justice Platkin’s recent primer on different inspection rights and their correspondingly different scopes, conditions precedent, and required justifications.
Continue Reading Justice Platkin’s Primer on Shareholders’ Inspection Rights
This week’s New York Business Divorce examines a noteworthy decision by Justice Richard Platkin involving the break-up of a law firm organized as a professional services limited liability company, in which the court addressed the potential liability of two members to buy out a third member’s interest after they withdrew from the firm.
Continue Reading Forced to Buy Out Law Partner’s Interest In Defunct Firm, Years After Withdrawing? It Can Happen
The sale of a family-owned business triggers a dissolution petition over the contested disposition of the sale proceeds, leading to a noteworthy decision earlier this month by Justice Richard M. Platkin. Get the story in this week’s New York Business Divorce.
Continue Reading Siblings Battle Over Spoils from Sale of Family-Owned Business
This week’s New York Business Divorce discusses basic litigation options in business divorce matters and highlights a recent court decision illustrating the use of a judicial dissolution proceeding as the “nuclear option” to break the litigation logjam.
Continue Reading Judicial Dissolution as the Nuclear Option When Other Means Falter
This week’s New York Business Divorce authored by Frank McRoberts focuses on a relatively rare issue decided by Albany Commercial Division Justice Richard Platkin involving a dissolution petitioner’s request for permission to withdraw the dissolution claim in order to defeat the majority’s buy-out election.
Continue Reading Withdraw a Dissolution Claim? Not So Fast