A dissolved corporation doesn’t simply vanish. It enters the winding-up phase, where the corporation must “proceed to wind up its affairs . . . sell its assets for cash at public or private sale, discharge or pay its...more
3/2/2026
/ Accounting ,
Books & Records ,
Business Disputes ,
Business Divorce ,
Business Litigation ,
Closely Held Businesses ,
Commercial Litigation ,
Corporate Governance ,
Dispute Resolution ,
Insolvency ,
Judicial Dissolution ,
Real Estate Transactions ,
Shareholder Litigation ,
Shareholders ,
Winding Up Petitions
Just a few weeks ago, Frank McRoberts authored a post titled, “The Pick-Your-Partner Principle.” It featured a more-than-decade old case about the dissolution of a real estate partnership and emphasized the fundamental...more
2/16/2026
/ Appellate Courts ,
Books & Records ,
Business Divorce ,
Business Litigation ,
Business Ownership ,
Commercial Litigation ,
Contract Disputes ,
Contract Interpretation ,
Contract Terms ,
Dissolution ,
Limited Partnerships ,
New York ,
Partnership Agreements ,
Partnership Interests ,
Real Estate Investments ,
Real Estate Transactions ,
Transfer Restrictions
Allegations of missing cash are a familiar feature of business divorce litigation, particularly in restaurants and other cash-heavy businesses. When the books are incomplete and the money never made it into the bank,...more
1/26/2026
/ Accounting ,
Books & Records ,
Business Divorce ,
Business Litigation ,
Cash Transactions ,
Commercial Litigation ,
Derivative Suit ,
Fiduciary Duty ,
Limited Liability Company (LLC) ,
LLC Agreements ,
Minority Shareholders ,
Misuse or Misdirection of Funds ,
Operating Agreements ,
Recordkeeping Requirements ,
Shareholder Rights
If 2025 saw an increase in New York courts’ willingness to favorably consider whether deadlock between members is, standing alone, sufficient grounds for judicial dissolution of LLCs (see here, here), it’s only natural to...more
In valuation disputes, the Discount for Lack of Marketability rarely behaves. Courts disagree about it, lawyers and experts litigate it to exhaustion, and business divorce cases often see seven-figure swings based on the...more
When done well, valuation disputes are among the most interesting and rewarding cases to litigate. But on the other hand, few things are more frustrating to a court than two obviously “hired-gun” experts both peddling...more
10/27/2025
/ Bench Trial ,
Business Litigation ,
Business Valuations ,
Commercial Litigation ,
Discovery ,
Dissolution ,
Expert Testimony ,
Fair Market Value ,
Law Firm Partners ,
Law Practice Management ,
Limited Liability Partnerships ,
Litigation Strategies ,
Partnership Agreements
Expulsion provisions in partnership and LLC agreements implicate a familiar tension between private ordering and abuse of power. On the one hand, expulsion provisions embody the quintessential exercise of private ordering:...more
We often remark anecdotally that disputes over ownership status—whether one is or is not an owner—seem far more common in the context of LLCs than corporations. The contrast between the often-permissive structure of the...more
Section 626 of New York’s Business Corporation Law governs standing to sue derivatively in New York. It states that “an action may be brought in the right of a domestic or foreign corporation . . . by a holder of shares or...more
There is perhaps no provision in an LLC operating agreement more susceptible to abuse than one allowing those in control of the LLC to make mandatory capital calls. For one, that authority often comes with very few...more
It’s difficult to assess the potency of section 417(a) of New York’s LLC law. The provision starts off with a seemingly broad rule: “The operating agreement may set forth a provision eliminating or limiting the personal...more
Shareholder oppression has long been a favorite topic of mine—for good reason. A cornerstone of business divorce litigation, a claim of minority shareholder oppression under BCL 1104-a often invites creative argument over...more
In addition to blooming trees and longer days, spring in New York has ushered in a fresh crop of noteworthy decisions on intra-LLC disputes. Headliners include a boost to members’ rights to compel an accounting courtesy of...more
It’s been 15 years since the Second Department’s decision in Matter of 1545 Ocean Avenue, LLC, 72 AD3d 121, 2010 NY Slip Op 00688 (2d Dept Jan. 26, 2010), which established the standard for judicial dissolution of limited...more
“There is only going to be one winner here, and it’s not going to be you—give in while there is something still left in it for you,” said one LLC member to the other. With co-owners like that, who needs enemies?...more
I am increasingly encountering businesses that straddle across several different entities, especially LLCs. The popularity of LLCs, their relatively low cost of organization, and business owners’ apparent desire to...more
One of the first business divorce cases that I participated in as a young litigator was a lengthy arbitration over whether a minority shareholder was oppressed under BCL 1104-a. With those fond memories, evolution of the...more
1/13/2025
/ Arbitration ,
Board of Directors ,
Business Disputes ,
Business Divorce ,
Business Litigation ,
Contract Terms ,
Corporate Governance ,
Fiduciary Duty ,
Minority Shareholders ,
Shareholder Litigation ,
Shareholder Oppression ,
Shareholders ,
Summary Judgment
We frequently see a partner’s “fiduciary duties” expressed as the union of the duty of loyalty and the duty of care. The duty of loyalty requires fiduciaries to avoid elevating the interests of any other person or entity...more
November was a whirlwind month for New York LLC litigation. It featured disputes over how to wind up a judicially dissolved LLC, a bitter intra-family emergency indemnification/advancement injunction, and the finale of a...more
The limited liability company is relatively young. Though origin research is always a dubious task, my efforts tell me that the first LLC was created in 1977 in Wyoming, followed by other LLCs in Florida in 1982. The years...more
The shareholder oppression claim under BCL 1104-a has a unique relationship with claims for money damages.
A minority shareholder petitioning for dissolution under BCL 1104-a must establish that the majority shareholders...more
While there is tremendous diversity from state to state when it comes to statutory and judge-made law in business divorce cases, business valuation principles are—with a few notable exceptions—far more homogenous. So it...more
In the world of business divorce litigation, this summer saw everything but a slowdown. We witnessed (and blogged about) Justice Crane cap a long-running fair value proceeding with helpful guidance on appraisals and...more
“It all started when the distributions stopped.” In my travels as a business divorce litigator, I’ve seen many disputes between LLC co-owners that begin with that message. A minority owner is content to remain a “silent...more
Just a few weeks ago, I commented on a recent uptick in disputes centered on the breakup of professional services firms. In those disputes, we expect that the demands of the legal, accounting, and medical professions draw...more