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A General Partnership in Perpetual Enmity

With the growing prevalence of limited liability companies, notable general partnership decisions become fewer and further between with each passing year....more

Pitfalls for Corporate Counsel in Business Divorce Disputes

No corporate lawyer wants to get drawn into a nasty litigation between an entity’s owners. But the reality is that corporate and general counsel often find themselves unwittingly ensnared in business divorce cases. Sometimes...more

The “Illegality” Defense to Partnership Formation

Food trucks have become as ubiquitous on the streets of Manhattan as pigeons in Central Park. Unsurprisingly, the New York City food truck business is highly regulated, requiring licensure of those participating in the...more

Anti-Dissolution Provisions and Public Policy

In Congel v Malfitano, New York’s highest court wrote that business partners are free to include in partnership contracts practically “any agreement they wish,” including about “the means by which a partnership will dissolve,...more

#MeToo and Business Divorce: The Flip Side

Two years ago, Peter Mahler wrote about a dissolution lawsuit by a female minority shareholder alleging that her male co-shareholders condoned a pattern of sexually offensive and demeaning conduct by a senior co-worker, which...more

To Dissolve to Not to Dissolve, that is the Question. The Answer is Both.

Like the Energizer bunny, some business divorce lawsuits keep going and going and going. Years of protracted litigation, brutal though they may be upon the parties, are a bonanza for voyeuristic business divorce practitioners...more

“Informal Dissolution” and Individual Liability

Section 1007 of the Business Corporation Law (the “BCL”) has a procedure for dissolved corporations to publish “notice requiring all creditors and claimants . . . to present their claims in writing and in detail at a...more

Limited Partnerships and the Self-Fulfilling Dissolution Petition

If a written limited partnership agreement contains detailed provisions governing partner withdrawal and dissolution, can a court nonetheless look to the statutory “default rules” in the Revised Limited Partnership Act (the...more

First-Impression Decision Recognizes a Cause of Action for Common-Law LLC Dissolution

Five years ago, we wrote about an important decision from the Delaware Chancery Court, In re Carlisle Etcetera, LLC, 114 A3d 592 [2015], in which a court recognized for the first time the existence under Delaware law of a...more

WIll the Pandemic Be a Boon for Future LLC Dissolution Claimants?

The ongoing coronavirus / COVID-19 pandemic has quite literally impacted everyone and everything in New York, including the courts, which were forced to temporarily cease non-essential functions. The result was a short-lived...more

Who Is a “Control” Person for Purposes of the Dissolution Statute’s Surcharge Provision?

Section 1104-a of the Business Corporation Law (the BCL) empowers courts to dissolve a corporation if the petitioning shareholder can establish either of two specified grounds for dissolution. Section 1104-a(a)(1) authorizes...more

Bending the Rules of Standing: The De Facto Merger Doctrine

Business Divorce 101: To be entitled to an accounting of a closely-held business, the plaintiff or petitioner must demonstrate the existence of a fiduciary relationship giving rise to a duty to account....more

Superstorm Sandy Unable to Wash Away Sin of Contempt

As many judges and lawyers know, Superstorm Sandy has been used in litigation over the years as an excuse for things ranging from the seriously bad, like destroyed evidence, to the more mundane, like blown court deadlines. In...more

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