Shareholders, Judicial Dissolution

New Year, New Law – New Opacity – for LLC Owner Disputes

Farrell Fritz, P.C. on 2/17/2025

New York’s appellate courts are breaking new ground in 2025. Until a month ago, I would have said that “deadlock” most certainly is not enough on its own to dissolve a New York LLC....more

Top 10 Business Divorce Cases of 2023

Farrell Fritz, P.C. on 12/27/2023

Some years are easier than others to select the most significant business divorce cases. In this, the 16th year I’ve published this top-10 list, the task is made especially difficult by a veritable flood of court decisions...more

The Magnolia State Wins the Prize for Novel Alternative Remedies in LLC Dissolution Cases

Farrell Fritz, P.C. on 10/23/2023

New York courts are not in the vanguard when it comes to devising less drastic, alternative remedies in LLC judicial dissolution cases. In their defense, there’s nothing in Article 7 of New York’s LLC Law that expressly...more

Commercial Division Rejects Co-Owner's Petition for Judicial Corporate Dissolution Amidst Protracted Unwinding of a Bronx Family...

Patterson Belknap Webb & Tyler LLP on 5/17/2023

New York Business Corporation Law (“BCL”) sections 1104 and 1104-a permit shareholders holding a certain percentage of shares in a corporation to petition for judicial dissolution of that corporation....more

The Worst of Both Worlds: Untimely Buyout Election Yields Full Merits Hearing and Huge Bond

Farrell Fritz, P.C. on 2/13/2023

Nine months ago, we wrote about a 20% shareholder, Alvin Clayton Fernandes, whose bare bones petition Manhattan Supreme Court Justice Frank P. Nervo found stated sufficient grounds to judicially dissolve a seemingly...more

Ain’t Nothing Like The Real Thing

Robson & Robson, P.C. on 2/10/2023

In Pennsylvania, Manufactured Deadlocks are Unlikely to Trigger Judicial Dissolution - In disputes among the owners of a closely held company, involuntary judicial dissolution is the nuclear option....more

No Prejudgment Interest on Statutory Corporate Share Buyout

Patton Sullivan Brodehl LLP on 9/22/2022

Most forms of California business entities have statutory buyout procedures allowing the company or its owners to avoid claims by a disgruntled owner for judicial dissolution by purchasing the disgruntled owner’s interest....more

Summer Shorts: Business Divorce Cases From Across the Country

Farrell Fritz, P.C. on 8/30/2021

Welcome to this 11th annual edition of Summer Shorts! This year’s edition features brief commentary on half a dozen business divorce cases of interest from across the country. ...more

Dissolve for Failure to Elect a Board? Better Demand an Election First

Farrell Fritz, P.C. on 8/11/2020

New York’s Business Corporation Law (BCL) provides three pathways for non-controlling shareholders to achieve involuntary (judicial) dissolution. ...more

Turmoil Follows Involuntary Transfers of LLC Membership Interests

Farrell Fritz, P.C. on 4/22/2020

LLC enabling legislation swept the country in the late 1980s through the mid 1990s. By the turn of the century we saw a trickle of litigation working its way through the courts involving disputes among LLC co-owners. A decade...more

Resignation: Antidote for Internal Dissention and Deadlock?

Farrell Fritz, P.C. on 1/20/2020

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

Another Door Closes to Federal Court in Judicial Dissolution Cases

Farrell Fritz, P.C. on 1/13/2020

Not for the first time, I find myself intrigued by the federal courts’ resistance to hearing state law claims for judicial dissolution of business entities where subject matter jurisdiction otherwise exists based on diversity...more

Summer Shorts: Partnership Appraisal and Other Recent Decisions of Interest

Farrell Fritz, P.C. on 8/13/2018

The dog days of August are upon us, a perfect time as I do each year to offer vacationing readers some lighter fare consisting of summaries of a few recent decisions of interest involving disputes between business co-owners....more

You Sued for Dissolution, They Elected to Buy You Out, What Else Do You Want?

Farrell Fritz, P.C. on 6/18/2018

Article 11 of the Business Corporation Law features multiple provisions giving judges broad authority and discretion to impose interim remedies designed to preserve corporate assets and otherwise to protect the petitioning...more

Sole Owners of Close Corporation and LLC Discover They're Not So Sole

Farrell Fritz, P.C. on 12/19/2016

What makes a shareholder a shareholder? What makes an LLC member a member? The simplicity of the questions belies the difficulties and endlessly unique fact patterns encountered in case after case involving close...more

Shareholders › Judicial Dissolution

"My best business intelligence, in one easy email…"