If an oppressed, frozen-out minority shareholder is going to sue for judicial dissolution, chances are they’re going to do it within the applicable six-year statute of limitations. This week’s New York Business Divorce examines a recent decision where the shareholder claiming oppression waited at least 10 years to sue.
Continue Reading When Is It Too Late to Sue for Shareholder Oppression?
In this week’s New York Business Divorce, read about a multi-year litigation odyssey culminating in the statute-of-limitations dismissal of a claim for misappropriation of an alleged corporate opportunity to own land based upon the date of execution of the contract of sale rather than the closing of the real estate purchase.
Continue Reading A Litigation Odyssey
In a decision handed down last week, an upstate appellate panel upheld a partnership dissolution complaint not only seeking to enforce an oral partnership agreement for a business that operates an apple tree farm, but also claiming as partnership property the 40-acre farm acquired by the defendant years earlier. Learn more in this week’s New York Business Divorce.
Continue Reading Betting the Farm On An Oral Partnership Agreement
This week’s New York Business Divorce offers its annual Winter Case Notes with synopses of five noteworthy decisions by courts in New York, Colorado, and Delaware.
Continue Reading Winter Case Notes: Time-Barred Dissolution Petition and Other Decisions of Interest
Over the last several years, the books-and-records proceeding and its corresponding shareholder rights of inspection seem to have entered a bit of renaissance period in the courts. We here at New York Business Divorce have reported on at least nine decisions primarily addressing the topic since September 2014, going on record to proclaim the phenomenon as a “boost” for the summary proceeding, by which minority owners in closely-held businesses can get a window into the management and operation of the companies from which they’ve been shut out. We’ve even gone so far as to suggest that books-and-records proceedings may be “on a roll” of late, both in terms of an expansion what constitutes a “proper purpose” for bringing the proceeding, as well as in terms of the scope of information attainable.
That trend, at least with respect to the frequency with which issues related to inspection rights are being litigated, appears to be continuing into 2018. What follows are summaries of three of this year’s more notable decisions addressing inspection rights – all from Manhattan Supreme Court, as it happens.
But first, a quick refresher on the subject matter at hand…
Continue Reading Inspection Rights, Oral Operating Agreements, and Other Pop-Diva Delights
This week’s New York Business Divorce examines a recent Justice Bucaria decision that, upon reconsideration, allows an LLC member’s suit to recover withheld distributions to proceed without necessity of amending her complaint to seek judicial dissolution. The decision also prompts a look at the LLC Law’s statute of repose for “wrongful distributions.”
Continue Reading LLC “Squabble” Gets Back Its Day in Court
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.
Continue Reading Summer Shorts: Director Removal and Other Recent Decisions of Interest