The lesson of the case highlighted in this week’s New York Business Divorce is simple: Don’t file for dissolution under the shareholder oppression and looting statute unless you’re prepared for the opposing shareholders to elect to purchase your shares for fair value, because you may not be able to walk it back.
Continue Reading Once Opened, The Door to Judicial Dissolution and Buy-Out Is Hard to Close

Surviving a dismissal motion in LLC dissolution cases can be affected by the form of the suit, i.e., whether brought as a special proceeding or as a plenary action. Find out more, and see how a dismissal motion played out in a recent decision by Manhattan Justice Ellen Coin, in this week’s New York Business Divorce.
Continue Reading Surviving a Motion to Dismiss in LLC Dissolution Cases

Unlike regular lawsuits that can be initiated with a notice pleading, a petition for involuntary corporate dissolution must contain detailed factual allegations supported by any available documentary evidence to establish the requisite grounds, be they oppressive action, fraud, waste and looting, or deadlock. A recent decision by Nassau County Commercial Division Justice Timothy S. Driscoll in Matter of Comparato illustrates the dire consequences of a petition that relies solely on conclusory allegations of misconduct. It’s in this week’s New York Business Divorce.

Continue Reading Attention All Would-Be Corporate Dissolution Petitioners: Notice Pleading Doesn’t Cut It. You Need to Allege Facts. Lots of Them.