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Business Appraiser Liability? That’s a New One.

We’ve written about accountant liability. We’ve written about bookkeeper liability. A carefully crafted complaint can state viable claims for either. But business appraiser liability?...more

Premature or Untimely? Both at the Same Time? When to Sue as a General Partner

Under ancient (some would argue vestigial) common-law rules of general partnerships, partners can find themselves stuck between a rock and a hard place deciding when to pull the trigger on a lawsuit....more

No Unforced Errors Please: “For Cause” Removal Provisions Mean What They Say and Say What They Mean

Not long ago, we wrote about the vital need for strict compliance with contractual options to buy or sell closely-held business equity interests. As we noted then, failure to strictly comply with any contractual conditions...more

New Year, New Law – New Opacity – for LLC Owner Disputes

New York’s appellate courts are breaking new ground in 2025. Until a month ago, I would have said that “deadlock” most certainly is not enough on its own to dissolve a New York LLC....more

When Trying to Discover Tax Returns in Business Divorce Litigation, Bring Your A Game

In many, perhaps most New York business divorce lawsuits, tax documents play a key role. Equity holder status is essential for standing to sue – including to dissolve, to sue derivatively on behalf of the entity, to sue...more

Check Your Footing: $36 Million Money Judgment Eviscerated in Brutal Appellate Standing Loss

To prevail on a cause of action in a business divorce lawsuit, the plaintiff has many essential boxes to check. Pleading requirements vary from one claim to another, but all business divorce cases have one thing in common....more

Fact Issues and Credibility Determinations on Injunction Motions

Almost exactly one year ago, we wrote about the go-to line of New York case law for business divorce litigants hoping to secure injunctions: a substantial and ever growing body of authority holding that involuntary loss or...more

Is an LLC Bound by its Own Operating Agreement?

Is a limited liability company a party to and bound by its own operating agreement? Many folks would say, “Yes, of course.” But it turns out the answer varies depending upon the law of the company’s state of...more

Can Post-Valuation Date Historical Performance Trump Pre-Valuation Date Financial Projections?

A general principle of business valuation is that courts may consider “known or knowable” events as of the “valuation date” – the date as of which the court values the entity – but not post-valuation date events or financial...more

Bookkeeper Liability? It’s a Real Thing

Accountants are professionals. They carry malpractice insurance. They are potential deep pockets. For these reasons, accountants sometimes find themselves defending against liability claims in business divorce lawsuits. The...more

A Gift Horse with Rotten Teeth: When Equity Bequests Violate Transfer Restrictions or Buy-Sell Agreements

How often do hopeful beneficiaries of a last will and testament expect to receive what they think will be a valuable bequest of a business interest, only to find their joy turn to despair when they discover the bequest...more

Breach of Fiduciary Duty: A More “Lenient Standard” for Damages?

If Sisyphus were a judge, he’d be assigned the Fuks case. Fuks began on December 26, 1996. Fire up your mental time machine, travel back in time, and picture what was going on in your life those many years ago....more

“Prevailing Party” Attorneys’ Fee Provisions

Contracts with “prevailing party” provisions offer the tantalizing, coveted prospect of the winner recovering attorneys’ fees from the loser in legal disputes over the contract’s enforcement....more

Dollars, Donuts, and Buy-Sell Options

Buy-sell agreements come in all shapes and sizes. Some are straightforward. Others are outrageously complex, especially purchase price formulas. Some have triggers for death. Others disability. Retirement. Expulsion....more

Oral Joint Ventures: The Wild West of Business Associations

The lion’s share of cases we write about on New York Business Divorce involve consummated business relationships where the warring parties have clearly chosen the particular entity form governing their relations, whether it...more

Limo Company Shareholders Can't Hitch a Ride in Derivative Litigation

Closely-held business entities come in all shapes and sizes. By definition, under Partnership Law § 10, it takes “two or more” owners to form a general partnership. But corporations and LLCs have no such impediment, ranging...more

Limo Company Shareholders Can’t Hitch a Ride in Derivative Litigation

Closely-held business entities come in all shapes and sizes. By definition, under Partnership Law § 10, it takes “two or more” owners to form a general partnership. But corporations and LLCs have no such impediment, ranging...more

Business Divorce and Accountant Liability

Does the outside accountant of a closely-held business and its individual owners owe a legal duty to disclose to one owner the suspected financial improprieties of another? ...more

Two Cases. Two Mammoth Fee Awards. Coup de Grâce or Pyrrhic Victory?

Under a common-law doctrine successful litigants love to hate – the “American Rule” – a party to litigation cannot recover its legal fees unless a contract, statute, or court rule expressly authorizes fee-shifting to the...more

Rare as a Dodo: Bifurcation in Business Divorce Trials

Jury trials in business divorce litigation are uncommon. Bifurcated business divorce jury trials are all but nonexistent. But in Aronov v Khavinson (81 Misc3d 1242(A) [Sup Ct, Kings County Feb. 9, 2024]), we encounter the...more

The Flexible “For Cause” Standard for Director and Officer Removal

Sections 706 (d) and 716 (c) of the Business Corporation Law (the “BCL”) both contain a “for cause” standard for judicial removal of corporate directors and officers. Complaints with claims for judicial corporate director and...more

Direct to Beneficial: Change of Corporate Ownership Structure Yields No Right to Dissent and Seek Appraisal

There are many paths to a fair value appraisal proceeding. A road less traveled begins at Section 910 of the Business Corporation Law (the “BCL”). ...more

Parallel Business and Matrimonial Divorce Proceedings

Parallel business divorce proceedings in the same or different courts alleging overlapping or duplicative claims are common. When it occurs, judges must often determine whether to dispose of one so the other may proceed...more

“Irreparable Harm” and Injunctions in Close Business Owner Disputes

Injunctions are an indispensable weapon in the business divorce lawyer’s arsenal. Primarily defensive in nature, temporary restraining orders and preliminary injunctions tend to feature prominently at the outset of business...more

A Potent Combo: Misappropriation of Corporate Opportunity Meets Faithless Servant

Misappropriation of corporate opportunity is one of our favorite, most frequently blogged topics on New York Business Divorce. A special kind of breach of fiduciary duty, the corporate opportunity doctrine holds that...more

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