News & Analysis as of

Corporate Dissolution

Farrell Fritz, P.C.

Basics Of Valuation Proceedings – Litigating An Appraisal From Start To Finish – Part 1

by Farrell Fritz, P.C. on

Last month, seasoned business appraiser Andy Ross of Getty Marcus CPA, P.C., and I made a presentation at the Nassau County Bar Association about appraisal proceedings in business divorce cases. With the subject of business...more

Farrell Fritz, P.C.

A Trip Down Business Divorce Lane with Recently Retired Justice Shirley Werner Kornreich

by Farrell Fritz, P.C. on

With a genuine sense of loss, we bid adieu to Manhattan Commercial Division Justice Shirley Werner Kornreich, who retired at the end of May after more than three decades of service on the bench, including nearly ten years as...more

Norris McLaughlin & Marcus, P.A.

A Valuation Expert in Business Divorce Litigation Can Help Early On

Not surprisingly, business divorce litigation can be quite costly. Whether this cost is “worth it” is not always so easy to figure out. If a minority shareholder or LLC member in New Jersey has an interest valued at $600,000,...more

Farrell Fritz, P.C.

Bona Fide Purchaser Avoids Rescission of Minority Shareholder’s Unauthorized Sale of Corporation’s Realty

by Farrell Fritz, P.C. on

The Lowbet Realty saga, featuring the dissolution court’s rarely used authority to rescind an unauthorized sale of the corporation’s realty under Business Corporation Law § 1114, has finally ended after six years with a...more

Dechert LLP

Restructuring and Insolvency Bulletin: Issue 4 - May 2018: UK Consultation on Insolvency and Corporate Governance

by Dechert LLP on

Accountability is the major theme of the recent government consultation regarding ‘Insolvency and Corporate Governance’, which follows high profile failures such as BHS and Carillion. The consultation contains proposals...more

Allen Matkins

The Cancelled LLC - What Is Thy Power?

by Allen Matkins on

To call the California Revised Uniform Limited Liability Company Act "quirky" would be to pay it an unmerited compliment. Take, for example, the provisions governing dissolution....more

Morris James LLP

Court of Chancery Explains What Is A Proper Claim Reserve When Dissolving

by Morris James LLP on

Capone v. LDH Management Holdings LLC, C.A. No. 11687-VCG (April 25, 2018) - Under the LLC Act, as with the DGCL, an entity planning to dissolve and distribute its assets is required to set aside some reserve of assets to...more

Murtha Cullina

Family Business Owners Should Be Aware Of Statutory “Deadlock” Provisions

by Murtha Cullina on

Many family businesses run smoothly for years, until the business is sold or passed on to the next generation(s). There are, however, those circumstances where the family or closely-held business runs into a deadlock among...more

Patterson Belknap Webb & Tyler LLP

Delaware District Court Dismisses Appeal by Creditors’ Committee After Case is Converted from Chapter 11 to Chapter 7

The Bankruptcy Code provides for the appointment of a creditors’ committee in chapter 11 bankruptcy cases. See 11 U.S.C. § 1102. There is no parallel provision applicable to chapter 7 cases. When a bankruptcy case is...more

Holland & Knight LLP

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

Allen Matkins

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

Farrell Fritz, P.C.

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

Jackson Walker

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

Farrell Fritz, P.C.

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

Fox Rothschild LLP

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

Morris James LLP

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

Farrell Fritz, P.C.

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

Patterson Belknap Webb & Tyler LLP

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

Farrell Fritz, P.C.

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

Dentons

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

Farrell Fritz, P.C.

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

Farrell Fritz, P.C.

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

Orrick, Herrington & Sutcliffe LLP

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

Farrell Fritz, P.C.

“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

Farrell Fritz, P.C.

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

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