When it comes to documenting ownership of closely held corporations, as Art Linkletter would have said, shareholders do the darndest things. There’s no better illustration of this than Matter of Sunburst Associates, Inc. decided last week by the Appellate Division, Third Department, in a judicial dissolution proceeding brought by a putative 50% shareholder. This week’s New York Business Divorce has the story.

Continue Reading Inconsistent Documents and Conflicting Testimony Cloud Stock Ownership Issue in Corporate Dissolution Case

Dueling corporate dissolution petitions? The petitioner demanding that he be allowed to buy out the respondent? Sounds odd, but that’s what happened in Matter of Carson, decided last week by the Appellate Division, Third Department, and featured in this week’s New York Business Divorce.

Continue Reading The Case of the Dueling Dissolution Petitions: Who Can Buy Out Whom?

In a rare intersection of matrimonial and business divorce, last week the Appellate Division, Third Department, upheld the dismissal of an LLC dissolution proceeding brought by one spouse on the ground it was superseded by the other spouse’s prior-filed divorce action. But wait a minute; how can the court simply disregard the LLC as a separate entity? Read more in this week’s New York Business Divorce.

Continue Reading Court Decision Weds Business Divorce with Matrimonial Divorce

The issue of venue rarely is contested in corporate dissolution cases thanks to special venue provisions in the Business Corporation Law and the LLC Law that require the case to be filed in the judicial district listed in the organizational documents filed with the Secretary of State. This week’s New York Business Divorce reports on a rare exception which reached the Appellate Division, Third Department, in Matter of Supplier Distribution Concepts, Inc.

Continue Reading Vying Over Venue in Corporate Dissolution Proceedings

An appellate decision this month, in Matter of Eklund Farm Machinery, Inc., spotlights anew the inadequate statutory compensation scheme governing court-appointed receivers in corporate dissolution proceedings. It’s in this week’s New York Business Divorce.

Continue Reading Statute Constrains Commissions for Court-Appointed Receivers in Corporate Dissolution Proceedings

A decision last week by the Second Department highlights a split of authority among New York’s intermediate appellate courts whether New York courts have subject matter jurisdiction over petitions to dissolve foreign business entities. Learn more in this week’s New York Business Divorce.

Continue Reading Appellate Rulings Clash Over Subject Matter Jurisdiction to Dissolve Foreign Business Entities

The baseball season is upon us but there’s no joy in Mudville or, at least, at the Cooperstown All Stars Village baseball camp where the co-owners of a limited liability company are playing hardball litigation. The Third Department umpire recently called a preliminary injunction in favor of the non-controlling team after the controlling member pitched a high-and-inside capital call. Read about it in this week’s New York Business Divorce.

Continue Reading Court Enjoins “Squeeze-Out” Capital Call by Controlling Members of LLC

The Appellate Division, Third Department, has ruled that an LLC member’s fiduciary duties continue even after the de facto break-up of the company. Read about this important decision in this week’s New York Business Divorce.

Continue Reading De Facto Dissolution of LLC Does Not Terminate Members’ Fiduciary Duty or Avoid Accounting for Subsequent Profits