This week’s post kicks off the fall season with a preview of two cases that should cause an LLC to think twice about what it means to award equity to an employee.
Continue Reading Conditional Grants of Membership Interests Are a Roadway to Courtroom Conflict
Business divorce and non-judicial dissolution of a business entity rarely cross paths. This week’s New York Business Divorce highlights recent cases involving efforts to rescind improperly filed certificates of dissolution of LLCs.
Continue Reading Dissolution Undone
In this week’s New York Business Divorce, read about the principle of election of remedies for claims of fraud and the painful lesson a defrauded LLC investor learned when she elected to proceed to trial on the remedy of equitable rescission, only to learn that money damages might have available against the defendant she sued, but rescission was not.
Continue Reading Damages or Rescission? When Electing Fraud Remedies Choose Wisely
In this week’s New York Business Divorce, read about the outcomes of two pre-answer dismissal motions in parallel lawsuits commenced by the founding shareholder of a family-owned corporation challenging a cash-out merger initiated against him by the second-generation owners, including his cousins and nephew.
Continue Reading Questions Abound in Parallel Cash-Out Merger Rescission / Fair Value Appraisal Lawsuits
In this week’s New York Business Divorce, find out what happened when the majority shareholder petitioned to rescind the minority shareholder’s unauthorized sale of the corporation’s realty to a third party purchaser in violation of the court’s restraining order.
Continue Reading Bona Fide Purchaser Avoids Rescission of Minority Shareholder’s Unauthorized Sale of Corporation’s Realty
In this week’s New York Business Divorce, the curious case of Lowbet Realty makes its second appearance on the occasion of a new decision this month by Justice Carolyn Demarest addressing the fallout from an unauthorized sale of the corporation’s real property after the commencement of a dissolution proceeding, and the victimized shareholder’s effort to have the sale rescinded under Section 1114 of the Business Corporation Law. Don’t miss it!
Continue Reading The Dissolution Court’s Broad Powers to Void Post-Filing Conveyances
Is the statutory remedy of judicial dissolution available when shareholders fail to implement a prior agreement for a voluntary winding up and dissolution? Nassau County Justice Stephen A. Bucaria answers the question in Matter of Toledano (Home Tower Group, Inc.), featured in this week’s New York Business Divorce.
Continue Reading Deadlock Over Voluntary Dissolution Agreement Leads to Involuntary Judicial Dissolution