New York Business Divorce

Recent Posts from New York Business Divorce

• Valuing Shares in a Residential Co-op Corporation: Is the Whole Worth More Than the Sum of its Parts?

  UPCOMING CLE PROGRAM ON LIMITED LIABILITY COMPANIES On Tuesday, December 1, 2009, I'll be speaking at a CLE program in Manhattan sponsored by the New York State Bar Association called "Dealing with LLC Formation and Operating Issues." …

• The Importance of Identifying Your Client -- And Who's Not Your Client -- When Preparing Shareholder Agreements

  UPCOMING CLE PROGRAM ON LIMITED LIABILITY COMPANIES On Tuesday, December 1, 2009, I'll be speaking at a CLE program in Manhattan sponsored by the New York State Bar Association called "Dealing with LLC Formation and Operating Issues." …

• Interview with Law Professor Douglas Moll, Leading Authority on Shareholder Oppression

  Douglas K. Moll is Professor of Law at the University of Houston Law Center, where he teaches corporate and commercial law, and is one of the nation's leading authorities on shareholder oppression in the closely held business entity. …

• Fired Minority Shareholder's Oppression Claim Not Barred by At-Will Employment Provisions in Shareholders' Agreement

  Some months ago, in a post about the intersection of the at-will employment doctrine and fiduciary duty among shareholders in close corporations, I wrote: The most common allegation of oppression by minority shareholders involves termination of employment…

• Dissolution Counterclaim Fails to Stall Action for Goods Sold and Delivered

  There are a couple of lessons to be learned from a recent decision by Nassau County Supreme Court Justice Daniel Palmieri in a quirky case called The Woods Knife Corp. v. Eastman Machine Co., 2009 NY…

• "Unclean Hands" Defense Can Backfire in Deadlock Dissolution Case

  The seminal New York case defining "oppressive" conduct under the statute authorizing a minority shareholder to seek corporate dissolution, Matter of Kemp & Beatley, Inc., 64 NY2d 63, 74 (1984), cautioned that a minority shareholder "whose own acts,…

• Court Determines Fair Value in Dissenting Shareholder Case Triggered by REIT Conversion

  The opening lines of Nassau County Commercial Division Justice Ira B. Warshawsky's 41-page opinion in Matter of Jamaica Acquisition, Inc., 2009 NY Slip Op 32320(U) (Sup Ct Nassau County Sept. 29, 2009), wax nostalgic about several privately operated bus lines that primarily…

• In Unusual Case, Illinois Appellate Court Reduces Fair Value Award to Dissenting Shareholder

  Dissenting shareholder statutes give shareholders the right to opt out of fundamental corporate transformations -- typically by way of merger or consolidation with another corporation -- by redeeming their shares for "fair value".  Case law…

• Vermont Court Declines Jurisdiction Over Dissolution of Delaware LLC

  A Vermont trial court's decision earlier this year lures me back to one of my favorite topics:  Are the courts of one state authorized to judicially dissolve business entities formed under the laws of another…

• Appellate Court Upholds Denial of Good Will Appraisal in Deadlock Dissolution Case

  [Full disclosure: The author represented the prevailing shareholder in the dissolution proceeding and appeal discussed  below.] After the court orders dissolution of a corporation owned 50/50 by two deadlocked shareholders, and the business's tangible assets have been distributed equally pursuant to…