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New York Business Divorce

Commentary on Dissolution and Other Disputes Among Co-Owners of Closely Held Business Entities

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Over the Limit: Can Equity Trump the Certificate of Incorporation’s Share Cap?

By Peter J. Sluka on September 8, 2025
Posted in Stock Dilution, Stock Transfer Restrictions
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A recent Second Department decision confronts the rigid requirements of the BCL and considers whether equity can rescue shareholders who attempt to issue shares beyond those authorized by the certificate of incorporation.…

Continue Reading Over the Limit: Can Equity Trump the Certificate of Incorporation’s Share Cap?

Business Divorce Roundtable Podcast

Hosted by Peter A. Mahler, Partner

The Business Divorce Roundtable presents lively conversations with top experts from a variety of fields – lawyers, judges, mediators, appraisers, accountants, and academicians – on the legal and practical issues including business valuation that business owners and their professional advisors need to know to navigate the turbulent waters of a business partnership breakup.

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https://feeds.soundcloud.com/stream/1259386306-businessdivorceroundtable-corporate-oppression-doctrine-meets-sex-discriminationa-conversation-with-professor-meredith-miller.mp3

Corporate Oppression Doctrine Meets Sex Discrimination:A Conversation with Professor Meredith Miller

April 29, 2022
https://feeds.soundcloud.com/stream/1175591896-businessdivorceroundtable-llcs-as-they-approach-the-50-year-milestone-a-conversation-with-professor-susan-pace-hamill.mp3

LLCs as They Approach the 50-Year Milestone: A Conversation with Professor Susan Pace Hamill

December 10, 2021
https://feeds.soundcloud.com/stream/1134485941-businessdivorceroundtable-everything-you-ever-wanted-to-know-about-buy-sell-agreements-a-conversation-with-paul-hood.mp3

Everything You Ever Wanted to Know About Buy-Sell Agreements: A Conversation with Paul Hood

October 1, 2021
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