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
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
NRS 78.585 bars any cause of action against a dissolved Nevada corporation or its directors, officers, or stockholders if it is commenced within...more
Join long-standing Digital Partner and IR Global member Michael Einbinder in his latest conversation with Jennifer Riggins as he helps you navigate the rocky landscape of Corporate Divorce. Be it a breach in fiduciary duty,...more
BVI companies that were struck off prior to 1 January 2023 were automatically dissolved and ceased to exist after 30 June 2023. Any assets held by such companies have now automatically been vested in the Crown. In order to...more
Resolving ownership disputes with a buyout at auction has a tempting simplicity. The buyout gives the owners the divorce they need. And the auction—particularly a blind auction, in which no owner is aware of the other’s...more
When a minority shareholder petitions for dissolution of a corporation on the grounds of oppressive or illegal conduct (see BCL 1104-a), Section 1118 of New York’s Business Corporation Law allows the corporation or any other...more
Litigated business breakups are often highly intense and emotional for the participants. The intensity and emotion multiply when the litigants are close family members....more
In many instances, an irreconcilable dispute leads business partners to break up, and sometimes end up in litigation. Even when owners get along great, life events such as failing health may force someone to depart the...more
This blog frequently covers cases considering a shareholder’s request to dissolve a corporation under New York’s oppression-based corporate dissolution statute, BCL 1104-a. That statute allows a shareholder to petition for...more
The dissolution of a company—and the winddown and liquidation that usually follow—often impacts a broad range of stakeholders beyond just the owners of the company, including creditors and potential creditors, who often are...more
In 1950, Sam Hoffman and his two sons, Hyman and Melvin, founded Brooklyn-based Cornell Beverages, Inc. to manufacture and distribute seltzer. Those were the days when “seltzer men” made weekly home deliveries of cases of...more
Some of the most complex and hotly-contested business divorce litigation arises from the dissolution of law firms. Perhaps law firm dissolutions are prone to litigation because many are organized as partnerships or LLPs, and...more
It’s hard not to feel sorry for the petitioner in Fernandes v Matrix Model Staffing, Inc., Decision and Order, Index No. 160294/2021 [Sup Ct, NY County Apr. 20, 2022]. In Fernandes, Manhattan Supreme Court Justice Frank...more
It’s been another year of important case law developments in business divorce controversies. I’m pleased to present my 14th annual list of the past year’s ten most significant cases....more
A business divorce occurs when two or more business partners sever their commercial relationship. Business divorce frequently involves friction, stress, and disagreement – so identifying what you want to achieve at the onset...more
Very few divorces end with a clear “winner” as famously observed by the late, great Jerry Reed in “She Got the Goldmine (I Got the Shaft).” That is as true in a personal divorce as it is a “business divorce.” Business...more
In an article from a little over a month ago, we summarized New York’s LLC judicial dissolution statute with the comment, “Breaking up can be hard to do.”...more
An LLC Jungle post from last year addressed the issue of whether derivative claims can be pursued for a dissolved LLC. See: Can Derivative Claims be Pursued for a Dissolved or Cancelled LLC? The short answer is “yes.”...more
Recently, we’ve written two articles focusing on the brewing dispute over whether New York law recognizes a viable cause of action for “common-law” or “equitable” dissolution of a limited liability company....more
On the latest Law Brief ® episode, Corporate & Securities Partner Alan Gaynor joins Partner and Host Rich Schoenstein to discuss business divorces for closely-held corporations. They explore how the courts typically approach...more
Here in the New York metro area, for the first time in years winter is living up to its name. The snow-plowed streets and sub-freezing temperatures are a natural setting for this sixth annual edition of Winter Case Notes in...more
Many business divorce practitioners are familiar with a phenomenon one might call “petitioner’s remorse” – an often abrupt abandonment of one’s desire to dissolve a closely-held business entity when the opposing party...more
A minority shareholder petitioning for dissolution under BCL § 1104-a must establish, by a preponderance of the evidence, that the majority shareholders have engaged in “illegal, fraudulent or oppressive actions,” (BCL §...more
Welcome to this year’s edition of Winter Case Notes in which I highlight a collection of recent court decisions of interest to business divorce aficionados by way of brief synopses with links to the decisions for those who...more
There are countless New York corporations in which the owners are equal 50/50 shareholders and co-members of a two-member board. Where one sues the other for judicial dissolution, and the ground for dissolution is “deadlock”...more