More than any other entity, Limited Liability Companies are most prone to informal, ambiguous deals among their owners, which become a font for litigation down the road. 2024 begins with a federal trial over an ambiguous, oral agreement.
Continue Reading Ambiguous Agreement, Clear Consequences
In this week’s New York Business Divorce we take a deep dive into the law of res judicata and collateral estoppel, tackling a recurring issue in business divorce litigation: re-litigation following standing-based dismissals.
Continue Reading Legal Déjà Vu: The Law of Preclusion and Re-Litigation of Standing-Based Dismissals
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
In this week’s New York Business Divorce, we discuss a recent decision serving as a reminder to corporate shareholders planning to bequeath their shares of stock to ensure no contracts prohibit them from doing so, lest they leave behind a very disappointed beneficiary.
Continue Reading When Estate Plans and Stock Transfer Restrictions Collide
Typically used to seek a money judgment against a successor entity, in this week’s New York Business Divorce, read about a novel appellate decision relying upon the “de facto merger” doctrine to authorize a post-judgment equitable accounting against a successor entity in which the plaintiff admittedly lacked an ownership interest or fiduciary relationship.
Continue Reading Bending the Rules of Standing: The De Facto Merger Doctrine
In a follow-up to last week’s New York Business Divorce, this week’s post addresses a second decision by Justice Saliann Scarpulla in the Yu family constellation of ilitigations, this time considering the fatal effects on standing to sue for statutory dissolution by assigning one’s stock voting rights.
Continue Reading Stock Pledge Agreement Defeats Minority Shareholder’s Standing to Sue for Statutory But Not Common-Law Dissolution