This week’s New York Business Divorce offers short summaries of three recent decisions of interest by Commercial Division Justices Melvin Schweitzer, Carolyn Demarest, and Marcy Friedman in which the courts addressed interesting issues concerning shareholder standing to seek removal of a director and dissolution of a wholly-owned subsidiary; venue in dissolution proceedings; and application of CPLR 205’s savings provision to the statute of limitations in a dissolution case.
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Pappas v. Schatz, recently decided by Justice Melvin Schweitzer, is a postscript to the more famous Pappas v. Tzolis case decided by New York’s highest court in late 2012 concerning a disputed buy-out of LLC membership interests. Get the story in this week’s New York Business Divorce.
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This week’s New York Business Divorce highlights a fascinating case involving a chain of walk-in airport spas known as XpresSpa, in which Justice Melvin Schweitzer recently ruled that the structuring of a capital investment by a private equity firm triggered a dissolution of XpresSpa’s parent company under the terms of its operating agreement.
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Decisions in lawsuits brought by minority members challenging LLC mergers are rare finds. This week’s New York Business Divorce highlights a recent decision in just such a case by Manhattan Commercial Division Justice Melvin Schweitzer, in which he denied a motion to dismiss an action seeking to set aside a merger involving a realty management company organized as a three-member LLC. You won’t want to miss it.
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A realty corporation seeks to sell its sole asset and buy a replacement property as part of a tax-deferred 1031 exchange. Is the sale in furtherance of the corporation’s business purpose, or is it a liquidation requiring shareholder approval and potentially triggering appraisal rights? That was the issue posed in a recent ruling by Justice Melvin Schweitzer in Theatre District Realty Corp. v. Appleby, feaured in this week’s New York Business Divorce.
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Classifying a shareholder claim as direct or derivative has important consequences at the pleading stage and beyond. This week’s New York Business Divorce looks at a recent decision by Justice Melvin Schweitzer in which he concluded that the defendant majority shareholder’s alleged breaches of fiduciary duty, constituting a “de facto liquidation” of the company, could support dual direct and derivative claims.
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Under the Business Corporation Law, must a court-appointed receiver sell at public auction realty owned by a dissolved corporation, or may the receiver offer the property in a privately negotiated sale? That’s the question presented in Matter of Darvish decided this month by Manhattan Commercial Division Justice Melvin Schweitzer. It’s in this week’s New York Business Divorce.

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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.

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The expulsion of an LLC member for breach of the LLC agreement, when combined with buyout provisions that leave the expelled member with little or no return on investment, is a sure-fire recipe for litigation, as evidenced in a recent decision by Manhattan Commercial Division Justice Melvin Schweitzer in Jain v. Rasteh. Read about it in this week’s New York Business Divorce.

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