New York Business Divorce

New York Business Divorce provides information on dissolution and other disputes among owners of New York corporations, limited liability companies and partnerships.

Author: Peter A. Mahler is a partner at Farrell Fritz in New York City.

Blawg Related Categories: Corporate Law • States • New York • Partner • Business Law

Recent Posts from New York Business Divorce

Delaware Court of Chancery Narrowly Construes LLC Dissolution Statute
When it comes to rulings by its Court of Chancery, what happens in Delaware definitely does not stay in Delaware. Each year Delaware breeds for export thousands of corporations, LLCs and limited partnerships. Many of those Delaware…
Certified Partisan Accountant? Court Allows LLC Member's Suit Against Company's CPA, Alleging Improper Assistance to Other Member in Judicial Dissolution Proceeding
Judicial dissolution proceedings have spawned legal malpractice cases; I once testified as an expert witness in such a case. Likely there have been accountant malpractice cases as well, brought by company owners disappointed with their own accountant's advice in connection with…
Post-Tzolis Rulings Address Demand and Contemporaneous Ownership Requirements for LLC Derivative Actions
Last February, in Tzolis v. Wolff, 10 NY3d 100 (2008), the New York Court of Appeals ruled that members of limited liability companies may bring derivative actions on behalf of LLCs notwithstanding the legislature's deliberate omission of statutory authorization for derivative actions…
Spouses Holding Shares as Joint Tenants Must Jointly Petition for Corporate Dissolution
When husband and wife hold shares as joint tenants with right of survivorship, can one of them seek corporate dissolution without joining the other? The answer is "no," according to a recent decision by Queens…
A Case of Mutual Frustration: Minority Member of LLC Can't Compel Dissolution, Majority Can't Compel Buyout
It's the perfect LLC storm: Accusations by the minority member of overreaching and breach of fiduciary duty by the controlling members, no operating agreement, and an LLC statute that affords neither party a judicial means of achieving the…
Further Thoughts on Youngwall and Judicial Dissolution of the Unprofitable LLC
Matter of Youngwall debuted on this blog last April (read here) when I wrote about a March 2008 decision (read here) by Nassau County Commercial Division Justice Stephen A. Bucaria, dissolving and appointing a receiver for a manager-managed LLC…
WWDD (What Would Delaware Do) With an In Terrorem LLC Dissolution Waiver Clause?
I can't resist asking the above question in the wake of two recent decisions, one from Delaware Chancery Court invoking freedom of contract to enforce an LLC operating agreement's waiver of a member's right to seek judicial dissolution, and the other…
Mandatory Arbitration of Dissolution Proceedings
Many shareholders' agreements include clauses requiring the parties to arbitrate their disputes. Do such clauses apply when a shareholder seeks judicial dissolution of the corporation based on deadlock or shareholder oppression under Sections 1104 and 1104-a of the…
Controlling Shareholder's Dilution of Minority Interest Requires Bona Fide Business Purpose
Squeeze-out of minority shareholders in close corporations can take many different forms. One common technique is stock dilution. The careful minority shareholder will insist, before investing capital or sweat equity, on a shareholders' agreement that preserves his or…
Divided Appeals Court Upholds Removal of LLC Member-Manager Contrary to Voting Agreement
In a 3-2 decision, a panel of Appellate Division, First Department judges last week upheld the removal of an LLC member-manager by majority vote of the members, notwithstanding provision in the operating agreement requiring all…