Episode One: Corporate Divorce – Preventing and Managing the Break-Up of a Business Partnership
Navigating Disputes Within Your Health Care Practice
Navigating Corporate Divorce With Michael Einbinder
Law Brief ®: Alan Gaynor and Richard Schoenstein Explore Business Divorce
Episode 17: Arbitrating Deadlock: A Conversation with Arbitrator Erica Garay
Episode 014: Business Divorce Stories: Business Appraiser Tony Cotrupe and Attorney Jeff Eilender
At Troutman Amin, LLP we never defend scumbags– so we’re always looking for red flags at intake. One big red flag is if a potential client says something like “hey, even if I get hit with a huge judgment we’ll just shut down...more
When things start to go badly in a business, its owners may feel compelled to take certain extraordinary, and usually ill-conceived, measures “to keep the doors open and the lights on.” For instance, when faced with a...more
Oppression, Dissolution, and Deadlock — these words read like a defensive strategy for a team making a deep March Madness run. They are also the buzzwords used by minority shareholders in claiming misconduct by a company’s...more
De acuerdo con la Ley 2387 de 2024, que modificó la Ley 1333 de 2009, cuando una empresa se encuentra en causal de disolución, prevé entrar o efectivamente entra en procesos como disolución, fusión, escisión, reorganización,...more
In this episode, Kimberly Kamkar is joined by corporate law partners Patrick Richard, Anna Tang and Doug Schwartz to explore the complexities of business "break-ups." They discuss essential practices for future planning, the...more
I recently had the pleasure of being interviewed by Sandra Schulte at the media production studios of the Manhattan Neighborhood Network located near the Javits Center. Sandra, whom I met at a CLE program where I was a...more
What happens when the freeholder not just disappears, but the very freehold itself ceases to exist? We know from case law that when a freehold escheats, the derivative interests such as mortgages and leases survive, however a...more
The BVI and the Cayman Islands both have regimes in place to address unfair prejudice suffered by shareholders, although each jurisdiction approaches the issue differently. The threshold for successfully bringing an...more
Disputes among partners or shareholders can have a significant impact on a healthcare practice. On this week's HealthLawHotSpot, host and Roetzel attorney Ericka Adler is joined by fellow Roetzel attorney Hillard Sterling to...more
Rivera v. Angkor Capital Ltd., C.A. 2022-0671-MTZ (Del. Ch. Aug. 20, 2024) - In this decision involving a plaintiff corporation’s action to rescind a stock purchase agreement involving the sale of a majority interest in...more
Gibson v. Konick, C.A. No. 2022-1036-LWW (Del. Ch. July 10, 2024) - The Court of Chancery dissolved a single asset LLC even though the LLC agreement required a unanimous vote of the members to dissolve, and one of the two...more
When a California corporation has been completely wound up without court proceedings, a majority of the directors then in office must sign and verify a Certificate of Dissolution which must be filed with the California...more
It wasn’t long ago that my partner, Peter Sluka, posted about the Andris case where the Appellate Division, Second Department, reinstated an LLC judicial dissolution proceeding brought by the estate of a deceased member....more
In line with the recommendations arising from the BVI Mutual Evaluation Report and FATF (2024) Recommendation 24, the BVI Financial Services Commission has published a draft of the BVI Business Companies (Amendment) Act, 2024...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
Two of the most common ways to dissolve a Guernsey company are the voluntary striking-off procedure, and the voluntary winding-up procedure. Each has different requirements, and are only available in certain...more
Have you or your professional advisers evaluated whether any entities you own, manage, or control are subject to the beneficial ownership reporting requirements of the Corporate Transparency Act (CTA)? If you've done so and...more
The U.S. Department of the Treasury's Financial Crimes Enforcement Network (FinCEN) on Sept. 10, 2024, issued four FAQs to update and clarify how reporting should be undertaken for reporting companies that are dissolved prior...more
If given their druthers, most transactional corporate attorneys would prefer to spend their day practicing “happy law,” by which they typically mean transactions that involve capital formation, mergers and acquisitions, joint...more
As discussed in our three prior client alerts, effective as of January 1, 2024, the Corporate Transparency Act (“CTA”) and rules issued thereunder by the Financial Crimes Enforcement Network (“FinCEN”) require most U.S....more
FinCEN provided new guidance on July 8, 2024, regarding the CTA filing requirements of entities dissolved in 2024. If an entity was in existence prior to January 1, 2024, its CTA filing deadline is January 1, 2025....more
On this episode of “Splitting Heirs,” Warren K. Racusin talks with Lowenstein partner Nick San Filippo IV, Chair of the firm’s Business Divorce practice, and Jeff Savlov, a partner in the family business and wealth consulting...more
On July 17, 2024, Delaware Governor John Carney signed into law the 2024 amendments to the General Corporation Law of the State of Delaware (the “DGCL”), the Delaware Limited Liability Company Act (the “LLC Act”), the...more
The U.S. Department of the Treasury's Financial Crimes Enforcement Network (FinCEN) on July 8, 2024, issued additional FAQs1 providing guidance on Reporting Company filing requirements under the Corporate Transparency Act...more