It’s a fact that the great majority of multi-owner, closely held business entities are run by working owners. In many if not most instances the working owners realize the financial benefits of ownership primarily in the form...more
Opinions by the Court of Appeals, New York’s highest court, construing the state’s LLC Law enacted 30 years ago are almost but not quite as rare as hen’s teeth. The great majority of important rulings under the statute...more
Some years ago, the question whether New York courts have subject matter jurisdiction over petitions to dissolve foreign business entities garnered much interest amongst business divorce lawyers and on this blog. The debate...more
Business divorce and non-judicial (a/k/a voluntary) dissolution of a business entity rarely intersect. But when they do, or even in a non-business divorce setting, if a business owner needs to rescind a certificate of...more
Are claims for judicial dissolution of business entities arbitrable? -
It’s a question I’m occasionally asked by business owners and, surprisingly, by lawyers. I say surprisingly because here in New York, the courts long...more
Not for the first time, I find myself intrigued by the federal courts’ resistance to hearing state law claims for judicial dissolution of business entities where subject matter jurisdiction otherwise exists based on diversity...more
1/13/2020
/ Breach of Duty ,
Business Divorce ,
Business Entities ,
Business Litigation ,
Commercial Court ,
Commercial Leases ,
Common Law Claims ,
Contract Renewal ,
Damages ,
Derivative Suit ,
Dissolution ,
Fiduciary Duty ,
First Impression ,
Holding Companies ,
Investment ,
Judicial Dissolution ,
Nonprofits ,
Shareholder Litigation ,
Shareholder Rights ,
Shareholders ,
State Law Claims ,
Statutory Interpretation ,
Statutory Violations ,
Subject Matter Jurisdiction ,
Unjust Enrichment
This episode features Part One of a two-part conversation with Associate Professor Peter Molk who teaches business law at the University of Florida Levin College of Law and who recently published in the U.C. Davis Law Review...more
The premiere episode of Business Divorce Roundtable starts out with a bang or, more accurately, Part One of a two-part interview with one of the nation’s leading business appraisers, Chris Mercer, discussing the controversy...more
There’s little doubt in my mind that “business divorce” has achieved name recognition as a distinct subgenre of commercial litigation whose regular practitioners, by dint of experience dealing in and out of court with the...more
1/10/2017
/ Appraisal ,
Business Entities ,
Business Valuations ,
Choice-of-Law ,
Closely Held Businesses ,
Contract Terms ,
Corporate Dissolution ,
Dissolution ,
Freeze-Out Mergers ,
Internal Controls ,
Jurisdiction ,
Mergers ,
Reverse Stock Splits