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Shareholder Litigation Corporate Dissolution

A&O Shearman

Luxembourg case law briefing – corporate law highlights - 2023 Edition

A&O Shearman on

We are very pleased to present the third edition of our Luxembourg corporate law-focused case law briefing. In this edition, we are focusing on the 2022 calendar year rulings we identified to be the most relevant for...more

Allen Matkins

Alleged Corporate Murder Merits A Jury Trial

Allen Matkins on

The California Constitution declares that trial by jury is an "inviolate right" that "shall be secured to all".  Cal. Const. Art. I, §16.  Despite this expansive language, this right in the civil context is generally limited...more

Allen Matkins

Actions Against Shareholders Of Dissolved Corporations (Part III)

Allen Matkins on

Today's post follows up on two prior posts addressing actions by creditors of dissolved corporations.  This post discusses the non-applicability of Chapter 5 of the California General Corporation Law to proceedings for...more

Farrell Fritz, P.C.

A Trio of Recent Business Divorce Decisions by Manhattan Commercial Division Judges

Farrell Fritz, P.C. on

The COVID-19 pandemic kept New York’s courthouses dark the last few months, but it didn’t slow down the output of decisions by Commercial Division judges. If anything, the pause of new case filings and non-emergency motions...more

Farrell Fritz, P.C.

Winter Case Notes: Time-Barred Dissolution Petition and Other Decisions of Interest

Farrell Fritz, P.C. on

Welcome to this year’s edition of Winter Case Notes in which I highlight a collection of recent court decisions of interest to business divorce aficionados by way of brief synopses with links to the decisions for those who...more

Farrell Fritz, P.C.

Resignation: Antidote for Internal Dissention and Deadlock?

Farrell Fritz, P.C. on

There are countless New York corporations in which the owners are equal 50/50 shareholders and co-members of a two-member board. Where one sues the other for judicial dissolution, and the ground for dissolution is “deadlock”...more

Allen Matkins

Section 1800 And The Case Of The Little Shareholder That Could

Allen Matkins on

Section 1800 of the California Corporations Code provides a procedure for the involuntary dissolution of a corporation. The process begins with the filing of a verified complaint, but only those persons listed in the statute...more

Farrell Fritz, P.C.

Winter Case Notes: LLC Deadlock and Other Recent Decisions of Interest

Farrell Fritz, P.C. on

This winter forever will be remembered in the Northeast as the winter of the “bomb cyclone,” which gets credit for the 6º temperature and bone-chilling winds howling outside as I write this. So in its honor, I’m accelerating...more

Farrell Fritz, P.C.

And the Award For Most Oppressive Conduct By a Majority Shareholder Goes to . . .

Farrell Fritz, P.C. on

Over the years I’ve litigated and observed countless cases of alleged oppression of minority shareholders by the majority. Oppression can take endlessly different forms, some more crude than others in their execution, some...more

Farrell Fritz, P.C.

Finding No “Therapeutic” Benefit to Corporation, Court Denies Fee Award in Discontinued Shareholder Derivative Action

Farrell Fritz, P.C. on

At first glance, you might think the plaintiff minority shareholder in Sardis v Sardis, 2017 NY Slip Op 27163 [Sup Ct Suffolk County May 11, 2017], achieved her derivative lawsuit’s goal when the defendant controlling...more

Farrell Fritz, P.C.

Withdraw a Dissolution Claim? Not So Fast

Farrell Fritz, P.C. on

Article 11 of the Business Corporation Law governs dissolution of closely held New York business corporations. Article 11 has existed, more or less in its current form, for decades. Some of its provisions have been heavily...more

Farrell Fritz, P.C.

An Oppression How-To: Revoke Employment, Profit Sharing and Control

Farrell Fritz, P.C. on

An earlier post on this blog, examining a post-trial decision in Matter of Digeser v Flach, 2015 NY Slip Op 51609(U) [Sup Ct Albany County Nov. 5, 2015], described the minority shareholder’s dissolution claim under Section...more

Goulston & Storrs PC

What's Market? Update: Delaware Corporate and M&A

Goulston & Storrs PC on

Fee Shifting and Forum Selection Clauses - Much attention has been paid to Delaware legislative developments regarding fee shifting and forum selection clauses. On June 24, 2015, Delaware Governor Jack Markell signed...more

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