In this week’s New York Business Divorce, we consider a thoughtful decision from Manhattan Commercial Division Justice Andrea J. Masley about the rules for pleading pre-suit demand or demand futility upon a “liquidator” appointed to wind up the affairs of the corporation, including the rarely-litigated concept that allegations of pre-suit demand or demand futility can potentially “relate back” to a prior pleading that is “validly in litigation.”
Continue Reading The Pre-Suit Demand Requirement for a Corporation in Liquidation or Receivership

In this week’s New York Business Divorce, a wild tale of a settlement achieved, settlement spurned, and a litigant threatened with incarceration for contempt in an intensely bitter, nine-year battle between two brothers over their Manhattan-based real property LLC.
Continue Reading A Pig in a Poke: The Rollercoaster Kadosh Settlement 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?

With about 1,300 pizzerias in New York City, it’s inevitable that some of them wind up the subject of involuntary corporate dissolution proceedings, such as the one recently decided by Nassau Commercial Division Justice Ira Warshawsky in Matter of DiMaria involving a petition brought by a minority owner alleging shareholder oppression and majority owners counter-alleging that the petitioner himself engaged in wrongful conduct. Learn more in this week’s New York Business Divorce.

Continue Reading Pizza Wars of the Shareholder Kind

A recent decision by Manhattan Commercial Division Justice Melvin Schweitzer in a corporate dissolution case called Matter of Darvish breaks new ground with respect to the disproportionate assessment against the shareholders’ distributive shares of a court-appointed receiver’s legal fees. It’s in this week’s New York Business Divorce.

Continue Reading Court Charges Receiver’s Legal Fees in Corporate Dissolution Against 50% Shareholder’s Distributive Share Based on Misconduct

The Partnership Law’s default provisions provide a roadmap for Justice Timothy Driscoll’s recent decision, highlighted in this week’s New York Business Divorce, involving the dissolution of a family real estate partnership following the death of one of its partners.

Continue Reading Winding Up an Acrimonious Partnership Following Death of a Partner