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

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…
Court Rejects Unconscionability Argument in Family Partnership Valuation Case, Concludes that "Full and True Value" Equals "Net Book Value" as Defined by Agreement
Those who follow the society pages may recall that gossip columnist, television reporter and socialite Claudia Cohen married, had a child with and later divorced billionaire Ronald Perelman, and that she died tragically young in 2007. Less well known…
Case Illustrates Importance of Clear Valuation Parameters in Buy-Sell Agreement Among Owners of Closely Held Business
When properly designed, buy-sell provisions in shareholders' agreements of closely held corporations, or in operating agreements of limited liability companies, can avoid disruptive and costly litigation triggered by the voluntary or involuntary dissociation of a shareholder or member. The key elements of a…