Strict procedural rules apply to corporate dissolution proceedings in New York, a difficult truth learned the hard way by a five-time rejected, would-be dissolution petitioner in a recent decision by Bronx County Supreme...more
8/6/2019
/ Breach of Duty ,
Business Divorce ,
Conversion ,
Corporate Dissolution ,
Embezzlement ,
Fiduciary Duty ,
Fraud ,
Holding Companies ,
Motion to Dismiss ,
Motion to Show Cause ,
White Collar Crimes
Two years ago, we wrote about a bitter rivalry between two brothers, James and Vincent Cortazar, over their ownership and management of a single-asset real estate enterprise, 47th Road LLC, which owned an apartment building...more
How can majority business owners legally rid themselves of a problematic minority owner? Not by transferring the business’s assets to another entity for no consideration. ...more
3/19/2018
/ Breach of Duty ,
Business Litigation ,
Corporate Conversions ,
Fiduciary Duty ,
Fraudulent Conveyance ,
Freeze-Out Mergers ,
Limited Liability Company (LLC) ,
Limited Partnerships ,
Minority Shareholders ,
Summary Judgment ,
Transfer of Assets
The sudden death of Alexander Calderwood, the brilliant but troubled co-founder of the Ace brand of hotels, resulted in some fierce litigation between Calderwood’s estate and Calderwood’s LLC co-member over the nature of his...more
12/27/2017
/ Appeals ,
Business Ownership ,
Contract Terms ,
Decedent Protection ,
Declaratory Judgments ,
Delaware Limited Liability Company Act ,
Discovery ,
Dismissals ,
Estate Claims ,
Fiduciary Duty ,
Limited Liability Company (LLC) ,
Operating Agreements ,
Real Party in Interest ,
Transfer of Interest ,
Wills
New York’s LLC judicial dissolution statute, Section 702 of the Limited Liability Company Law, provides far more limited grounds to dissolve a business than the Business Corporation Law – a harsh reality for allegedly...more
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
4/17/2017
/ Breach of Contract ,
Breach of Duty ,
Buy-Out Agreements ,
Corporate Dissolution ,
Fiduciary Duty ,
Fraud ,
Minority Shareholders ,
Shareholder Litigation ,
Shareholders ,
Tortious Interference ,
Unjust Enrichment
When a romantic affair evolves into a business relationship, the eventual falling out can be especially messy. Even more so if the former lovers try to keep the business going after the romance ends. That is a theme from a...more