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
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
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
1/8/2024
/ Breach of Duty ,
Business Disputes ,
Business Divorce ,
Business Litigation ,
Conversion ,
Corporate Waste ,
CPLR ,
Divorce ,
Fiduciary Duty ,
Gross Negligence ,
Judicial Dissolution ,
Limited Liability Company (LLC) ,
NY Supreme Court ,
Property Ownership
Dismissals for lack of standing are routine in business divorce cases. Examples abound on this blog. Litigation over standing to sue takes an outsized role in business divorce cases for many reasons....more
Nine months ago, we wrote about a 20% shareholder, Alvin Clayton Fernandes, whose bare bones petition Manhattan Supreme Court Justice Frank P. Nervo found stated sufficient grounds to judicially dissolve a seemingly...more
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
3/14/2022
/ Appeals ,
Business Divorce ,
Closely Held Businesses ,
Contract Disputes ,
Contract Terms ,
Delaware General Corporation Law ,
Dissolution ,
Judicial Dissolution ,
Limited Liability Company (LLC) ,
Operating Agreements ,
Partnership Agreements ,
Public Policy
Generally speaking, New York courts respect the corporate form, regarding the liabilities of the entity as separate from and inapplicable to the entity’s principals. Under this principle, a plaintiff may litigate a difficult...more
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
The mystique of the jury trial is deeply embedded in the social consciousness of our country. Non-lawyers who think of litigation tend to recall courtroom thrillers like To Kill a Mockingbird, Erin Brockovich, or...more
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
1/20/2020
/ Business Disputes ,
Business Divorce ,
Business Litigation ,
Corporate Deadlock ,
Corporate Dissolution ,
Counterclaims ,
Cross Motions ,
Dissenters Rights ,
Judicial Dissolution ,
Motion to Dismiss ,
Resignation ,
Right to Control ,
Shareholder Litigation ,
Shareholders ,
Sole Proprietorship
In litigation, the term “spoliation” generally refers to loss or destruction of evidence. Spoliation can involve physical evidence, paper documents, or electronic data. Spoliation can be intentional or unintentional....more
12/23/2019
/ Business Divorce ,
Business Litigation ,
Commercial Court ,
Contempt ,
Counterclaims ,
Discovery ,
Electronically Stored Information ,
Evidence ,
Judicial Dissolution ,
Misappropriation ,
Motion To Strike ,
Motions in Limine ,
Spoliation ,
TRO
Often business owners enter into arbitration agreements because they hope it will result in a speedier, less expensive resolution than litigation to disputes with their co-owners. ...more
It’s simply in the nature of things that business divorce litigants tend to accuse one another of all manner of heinous, dastardly misdeeds. Phrases like “oppression,” “fraud,” “deceit,” “theft,” “siphoning” of assets,...more
A basic and well-known principle of partnership law is that, absent an agreement to the contrary, general partners have authority to unilaterally bind the partnership to contracts with third parties....more