News & Analysis as of

Corporate Dissolution

California Supreme Court Deals Death Blow to Jewel v. Boxer for Hourly Fee Cases in State

by Holland & Knight LLP on

• The California Supreme Court has decided the fate of the unfinished business rule for hourly fee cases in the state with its long-awaited decision in Heller Ehrman LLP v. Davis Wright Tremaine LLP. The court held that a...more

Court Presumes LLC Statute Applies Retroactively But Declines To Allow Retroactive Application

by Allen Matkins on

Marlene Dietrich reportedly said "When you're dead, you're dead, thats it." At one time, that was true of limited liability companies formed under California's Revised Uniform Limited Liability Company Act. ...more

One 50% Shareholder Wants to Sell or Liquidate the Business. The Other Wants to Keep It Going. Is That Deadlock?

by Farrell Fritz, P.C. on

We call it deadlock dissolution when a 50% shareholder of a close corporation, who claims to be at an impasse with the other 50% shareholder, asks the court to dissolve and liquidate the corporation....more

Critical Distinctions Between Texas and Delaware LLC Law (Webinar Presentation)

by Jackson Walker on

Five Business Entity Forms in Both Texas and Delaware - • Corporation • General Partnership • Limited Partnership • Limited Liability Partnership (“LLP”) • Limited Liability Company (“LLC”) This program focuses on...more

The LLC Equitable Buyout: Past, Present, Future

by Farrell Fritz, P.C. on

Under the right set of facts, New York courts occasionally find remedies for LLC owners not explicitly authorized in the Limited Liability Company Law (“LLC Law”). Judges have a natural inclination to try to find solutions...more

Chancery Approves Sale Of Transperfect Global, Inc.

by Fox Rothschild LLP on

The Delaware Court of Chancery recently approved a plan to sell TransPerfect Global, Inc. (“TransPerfect” or the “Company”) to co-owner Philip Shawe. In the Court’s most recent opinion issued earlier on February 15, 2018, In...more

Court Of Chancery Provides Definitive Guidelines On Judicial Sale Process

by Morris James LLP on

In re: TransPerfect Global Inc., C.A. 9700-CB (February 15, 2018) - In what it is hoped is the final act in the TransPerfect case, this decision upholds the sale process used by the Custodian to sell TransPerfect....more

Rare Partnership Dissolution Decision Applies Deadlock Standard to Dissolution Under Partnership Law

by Farrell Fritz, P.C. on

As LLCs have become the dominant form of closely-held business in New York, cases involving dissolution of partnerships have become more and more rare. Section 63 of the Partnership Law is the statute governing judicial...more

Special Proceeding Seeking a Judicial Decree to Dissolve an LLC

In Advanced 23, LLC v. Chambers House Partners, LLC, No. 650025/2016, 2017 BL 462831 (NY. Sup. Ct. Dec. 15, 2017), Justice Saliann Scarpulla of the Commercial Division ruled that Advanced 23, LLC (“Advanced”) and David...more

Winter Case Notes: LLC Deadlock and Other Recent Decisions of Interest

by Farrell Fritz, P.C. on

This winter forever will be remembered in the Northeast as the winter of the “bomb cyclone,” which gets credit for the 6º temperature and bone-chilling winds howling outside as I write this. So in its honor, I’m accelerating...more

Unfinished Business the continuing impact of Jewel v Boxer

by Dentons on

Like any other business, law firms sometimes fail. While the failures of large law firms are well-publicized, smaller law firms can be just as or even more susceptible to failure, as the unexpected departure of the firm’s...more

Top 10 Business Divorce Cases of 2017

by Farrell Fritz, P.C. on

I’m delighted to present my 10th annual list of this past year’s ten most significant business divorce cases. This year’s list includes seven noteworthy appellate decisions, two of which — Mace v Tunick and Shapiro v...more

Surrogate’s Court Declines to Order Demise of Fashion Business

by Farrell Fritz, P.C. on

When you want to sue to dissolve a business in New York on behalf of the estate of a deceased shareholder, to which court should you go: Supreme or Surrogate’s Court? ...more

Le proposte di modifica al diritto societario contenute nella Legge Delega per la riforma delle discipline della crisi di impresa...

È stata pubblicata la Legge 19 ottobre 2017, n. 155, recante delega al Governo per la riforma delle discipline della crisi di impresa e dell'insolvenza (si seguito, la "Legge Delega")....more

“Where’s the Beef?” Says Appeals Court, Reversing LLC Dissolution

by Farrell Fritz, P.C. on

A dissolution petitioner received the judicial equivalent of the old quip “Where’s the beef?” in a Brooklyn appeals court decision last week reversing an order dissolving a limited liability company under Section 702 of the...more

Court Defines “True Deadlock”

by Farrell Fritz, P.C. on

I’ve said it before, I’ll say it again: for professionals who dwell in the world of LLCs, whether as transactional, tax, or litigation counsel, attending the annual, two-day LLC Institute, sponsored by the LLCs, Partnerships...more

LLC’s Purpose Being Achieved? Business Doing Fine? Good Luck Getting Judicial Dissolution

by Farrell Fritz, P.C. on

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

Developments in Association Law, 2016 – 2017

There have been important legal developments at the federal and state levels for nonprofit organizations. - Takeaways - Nonprofits continue to experience Federal government and private litigant antitrust enforcement....more

Episode 014: Business Divorce Stories: Business Appraiser Tony Cotrupe and Attorney Jeff Eilender

by Farrell Fritz, P.C. on

This is the first in what I hope will be a recurring feature of this podcast featuring war stories told by business divorce professionals. In this episode we hear stories from business appraiser Tony Cotrupe (Meliora...more

Summer Shorts: Three Must-Read Decisions

by Farrell Fritz, P.C. on

Regular readers of this blog know it’s been anything but summer doldrums in the world of business divorce, what with case law developments such as the Appellate Division’s potentially far-reaching ruling on the purposeless...more

SFC Proposes Rules and Code for Open-Ended Fund Companies

by Dechert LLP on

Recently, the Hong Kong Securities and Futures Commission (SFC) published a consultation paper on the Securities and Futures (Open-ended Fund Companies) Rules (Rules) and Code on Open-ended Fund Companies (Code) which, if...more

Five Keys to an Effective Law Firm Divorce - Being Smart When the Thrill is Gone

by Hayse LLC on

“A discord of personalities” sometimes describes the genesis for marital divorce. It also can be an apt way to explain law firm break-ups when partners decide to go their separate ways. Although law firm break-ups happen...more

And the Award For Most Oppressive Conduct By a Majority Shareholder Goes to . . .

by Farrell Fritz, P.C. on

Over the years I’ve litigated and observed countless cases of alleged oppression of minority shareholders by the majority. Oppression can take endlessly different forms, some more crude than others in their execution, some...more

Overhaul of Illinois LLC Act Provides Modernization, Increased Flexibility

by Holland & Knight LLP on

Significant changes have been made to the Illinois Limited Liability Company Act (the Act) that will impact both existing and new LLCs. These changes, which took effect on July 1, 2017, were designed in part to bring the Act...more

Minority Shareholders’ Derivative Suit Foiled by Voiding of Corporation’s Charter for Nonpayment of Taxes

by Farrell Fritz, P.C. on

A business’s failure to pay state taxes can be a problem if the entity later wants to bring a lawsuit, or its non-controlling owners want to sue on the entity’s behalf....more

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