Second Department

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An appellate ruling last month in DeMatteo v. DeMatteo Salvage Co. brings to a close the cautionary tale of an 8-year court battle among members of a family-owned business over the enforcement of a poorly designed buy-sell agreement. It’s in this week’s New York Business Divorce.
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Continue Reading An Ill-Fated Solution to an Ill-Fated Buy-Sell Agreement

This week’s New York Business Divorce offers short summaries of three recent cases involving shareholder disputes. Two of them address procedural issues concerning venue and the court’s post-settlement enforcement power, and the third, well, you’ll just have to read it for yourself.
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Continue Reading Venue, Menu and Hebrew: Short Takes on Three Dissolution Cases

Earlier this month, in a case called Reichman v. Reichman, the Brooklyn-based Appellate Division, Second Department, reversed a lower court’s decision and granted a preliminary injunction in a bitter feud between father and son over the ownership of a dot-com business organized as an LLC. Don’t miss it in this week’s New York Business Divorce.
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Continue Reading Father May Not Know Best: Appeals Court Grants Injunction in Son’s Bid to Establish Majority Ownership of LLC

Better late than never, at least sometimes, is the common theme of the cases highlighted in this week’s New York Business Divorce. The cases examined include one shareholder’s effort to challenge the disposition of company assets 13 years after its dissolution and, in another case, an attempt to annul a default judgment of dissolution almost three years later.
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Continue Reading It Aint Over ’til It’s Over: Courts Decide Post-Dissolution Controversies

No, it’s not Monday. Due to the tremendous public interest in the American Chopper litigation, New York Business Divorce is posting ahead of its normal schedule to let folks know about this week’s appellate decision handing victory to Paul (Junior) Teutul in his fight to resist a compelled buyout by his father of his minority stake in Orange County Choppers. Next posting: December 27, 2010.
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Continue Reading Paul (Junior) Teutul Wins Appeal in American Chopper Buyout Lawsuit

The Appellate Division, Second Department last week affirmed the key rulings by Justice Ira Warshawsky in the Murphy v. U.S. Dredging valuation case, including his application of a marketability discount to entire enterprise value rather than limiting it to good will. Learn more in this week’s New York Business Divorce.
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Continue Reading Ruling on Valuation Discounts for Marketability, Built-In Gains Tax Ends Rift Among New York Appellate Courts

Kun v. Fulop, decided last month by the Appellate Division, Second Department, is one of those cases that inspires the saying, If you want to ruin a good friendship, go into business together. Get the story in this week’s New York Business Divorce.
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Continue Reading Disputes Over Shareholder Status in Close Corporations Continue to Vex Courts

As if we needed another lesson in the perils of failing to enter into a written shareholders’ agreement, last week the Appellate Division, Second Department, affirmed a lower court ruling rejecting a buyout demand by the expelled shareholder of a law firm organized as a professional corporation. It’s in this week’s New York Business Divorce.
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Continue Reading Neither Statute Nor Public Policy Supports Buyout Right of Terminated Professional Corporation Shareholder

Last week the Appellate Division, Second Department, affirmed a lower court’s order directing an “equitable” buyout of an LLC member who petitioned for dissolution, notwithstanding the omission of a buyout remedy in the LLC Law. Read about this important ruling in this week’s New York Business Divorce.
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Continue Reading Appeals Court Upholds Equitable Buyout Remedy in LLC Dissolution

This week’s New York Business Divorce examines a recent Appellate Division, Second Department decision in Matter of Dream Weaver Realty, Inc., where the court affirmed dissolution of a realty company owned equally by two feuding shareholders, over the objection that a liquidation sale of the realty would result in less proceeds than a non-forced, private sale outside of dissolution.
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Continue Reading Impasse Over Winding Up of Realty Company Leads to Judicial Dissolution