These days general partnership decisions are rare. This general partnership rule is unprecedented: continuing to run an at-will partnership post-dissolution results in the partnership’s reconstitution even if the majority is actively suing for judicially supervised wind up. Does that sound right? Get our take in this week’s New York Business Divorce.
Continue Reading A General Partnership in Perpetual Enmity
A recent Commercial Division ruling involving a realty holding LLC unable to develop its property raises interesting questions about whether the LLC can achieve its stated purpose under the standard for judicial dissolution. Learn more in this week’s New York Business Divorce.
Continue Reading And a Time to Every Purpose Under . . . the Operating Agreement?
In this week’s New York Business Divorce, read about the opaque doctrine of disqualifying shareholder derivative plaintiff conflicts of interest, including a pair of decisions less than a month apart by New York and Delaware courts casting doubt upon the doctrine’s continued expanse and viability.
Continue Reading The “Conflict of Interest” Defense to Shareholder Derivative Standing
If you think Brooklyn is still a backwater to Manhattan when it comes to important business litigation, think again. This week’s New York Business Divorce looks at a handful of recent decisions in shareholder disputes by prolific Justice Leon Ruchelsman of the Brooklyn Supreme Court’s Commercial Division.
Continue Reading Business Divorce, Brooklyn Style
In this week’s New York Business Divorce, read about the plight of a Brooklyn beer brewing company founder whose co-members allegedly attempted to “freeze out” his interest by way of a forced dilution and ouster from management, and his efforts to fight back with a start-of-the-case preliminary injunction motion.
Continue Reading Court Enjoins Dilution of Brewing Company LLC Membership Interest
A hot topic of late, the viability in New York of common-law dissolution of limited liability companies is cast into doubt by a new decision, the third in a series from Brooklyn Commercial Division Justice Leon Ruchelsman. Read about it, and where the case law may go from here, in this week’s New York Business Divorce.
Continue Reading Common-Law and Equitable LLC Dissolution: Going, Going, . . .
In this week’s New York Business Divorce, learn if it’s possible to plead the existence of a viable oral partnership whose business operated in the form of a corporation or limited liability company. The short answer: yes it can be done, but it’s not easy to do.
Continue Reading The Oral Partnership Operating as a Corporation: Is it a Partnership? A Corporation? Can it be Both?
This week’s New York Business Divorce examines a recent decision in a lawsuit stemming from a buyout between the two members of a single-asset realty-holding LLC based on a $1.9 million valuation of the LLC’s realty followed one month later by a sale of the realty to a third-party buyer for $2.9 million.
Continue Reading The Duty to Disclose Third-Party Offers Amidst Buy-Out Negotiations, Revisited
In this week’s New York Business Divorce, read about one of the most mighty and effective litigation tools for business divorce lawyers and their clients: the injunction.
Continue Reading The Injunction Remedy in Business Divorce Cases
In this week’s New York Business Divorce, read about a first-of-its-kind decision announcing the existence under New York law of a potentially viable claim for common-law LLC dissolution.
Continue Reading First-Impression Decision Recognizes a Cause of Action for Common-Law LLC Dissolution