As promised in the postscript to last week’s post about the appellate ruling in the Gould case, affirming Justice Platkin’s order granting the oppressed minority shareholder’s dissolution petition involving a pair...more
An earlier post on this blog, examining a post-trial decision in Matter of Digeser v Flach, 2015 NY Slip Op 51609(U) [Sup Ct Albany County Nov. 5, 2015], described the minority shareholder’s dissolution claim under Section...more
Does a shareholder have a fiduciary duty not to exercise a contractual right under the shareholders’ agreement to resign and demand a buy-out of his shares by the financially distressed corporation, particularly when the...more
Welcome to another edition of Winter Case Notes in which I clear out my backlog of recent court decisions of interest to business divorce aficionados by way of brief synopses with links to the decisions for those who wish to...more
An appellate decision last week sounds alarm bells for minority members of New York LLCs that have no operating agreement and for anyone considering becoming a minority member of an LLC without first having in place an...more
Oh, the things that can happen when the LLC members identified in the company’s operating agreement differ from those identified in official documents submitted to government agencies....more
In a controversial ruling last year in Congel v Malfitano, the Appellate Division, Second Department, affirmed and modified in part a post-trial judgment against a former 3.08% partner in a general partnership that owns an...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
Notwithstanding the ascendency of the limited liability company, the Delaware limited partnership continues to serve as an important, tax-advantaged vehicle for certain capital-intensive ventures — especially in the energy...more
1/3/2017
/ Acquisitions ,
Corporate Counsel ,
Covenant of Good Faith and Fair Dealing ,
Damages ,
DE Supreme Court ,
Derivatives ,
Energy Sector ,
Limited Liability Company (LLC) ,
Limited Liability Partnerships ,
Master Limited Partnerships ,
Mergers ,
Pipelines ,
Popular ,
Safe Harbors
I’m pleased to present my 9th annual list of this past year’s ten most significant business divorce cases. The list includes important appellate rulings by the First and Second Departments on dissolution of foreign business...more
12/27/2016
/ Appeals ,
Appraisal ,
Books & Records ,
Breach of Duty ,
Corporate Dissolution ,
Derivative Suit ,
Enabling Laws ,
Fiduciary Duty ,
First Impression ,
Foreign Business Partners ,
Foreign Entities ,
Jurisdiction ,
Limited Liability Company (LLC) ,
LLC Agreements ,
Merger Agreements ,
NJ Supreme Court ,
Partnership Interests ,
Popular ,
Shareholder Rights ,
Shareholders' Agreements ,
Standing
What makes a shareholder a shareholder? What makes an LLC member a member?
The simplicity of the questions belies the difficulties and endlessly unique fact patterns encountered in case after case involving close...more
12/19/2016
/ Breach of Duty ,
Closely Held Businesses ,
Declaratory Judgments ,
Fiduciary Duty ,
Hiring & Firing ,
Judicial Dissolution ,
Likelihood of Success ,
Limited Liability Company (LLC) ,
Members ,
Membership Interest ,
Operating Agreements ,
Preliminary Injunctions ,
Shareholders ,
Standing ,
Stock Purchase Agreement ,
Stock Transfer Restrictions