Shareholder oppression is a claim that minority owners make almost instinctively when a closely held business relationship breaks down. That instinct feeds a constant stream of litigants pushing courts to test the doctrine’s boundaries—what counts as oppression, what remedies it
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Steal the Show, Face the Consequences: When Stripping a Company’s Assets Becomes a Multimillion-Dollar Fraud
How far can a CEO go in diverting a company’s most valuable assets to entities controlled by his spouse before the courts call it what it is: fraud? Paley v. Curious Holdings, LLC, 2026 NY Slip Op 50829(U) (Sup Ct
Co-Director Removal and the Business Judgment Rule
Last week, Becky Baek wrote a fine piece about LLC manager removal. Her case, Homapour v 3M Props., LLC, (___ AD3d ___, 2026 NY Slip Op 04371 [1st Dept July 9, 2026]), alluded to, without mentioning explicitly, the LLC
Designing a Smarter Post-Termination Option Exercise Window: Lessons From Coinbase, Pinterest and Quora
If you’ve spent any time around startup equity, you’ve probably heard someone describe the standard 90-day post-termination exercise window as a “trap for the well-meaning employee”. That is a little dramatic, but not entirely wrong. When an employee leaves the
Pied-à-Terre Tax Surcharge Creates New Planning Considerations for Luxury NYC Property Owners
The New York State Legislature recently enacted the Pied‑à‑Terre Tax (PAT) Surcharge, introducing a significant, additional annual real estate tax on certain high-value New York City residential properties that are not the owner’s primary residence – including single family residences,
Signature Pages and Sibling Mistrust: First Department Revives Fraud, But Manager Removal Remains Out of Reach
Some business divorce cases are about money. Others are about control. Today’s case, Homapour v 3M Properties LLC, 2026 NY Slip Op 04371 (1st Dept 2026), is about both.As we often see with second and third generation closely-held family
Wait a Minute! Just Because I Failed to Meet a Lousy Capital Call, You Took My Membership Interest That You Valued at $1.7 Million and Paid Me Nothing?
Here we go again.My last outing on this blog analyzed a dispute over the consequences of a limited partner’s failure to meet a mandatory capital call. There, the Manhattan-based Appellate Division, First Department, held that under the Delaware limited
Press Your Luck, Pay the Bill: When Refusing to Drop a Doomed Claim Becomes Sanctionable
When does a litigant’s persistence (and perhaps, stubbornness) cross the line into sanctionable conduct? That is the question at the heart of Cortlandt St. Recovery Corp. v. TPG Capital Management, L.P., et al. (Index 651176/2017), a Commercial Division decision by
Multigenerational Intrafamily Business Dispute Defeated for Lack of Standing
Nothing on earth is more effective at dividing family than money. At New York Business Divorce, we’ve encountered almost every manner of money-driven intrafamily business litigation. Husband versus wife. Father versus son. Brother versus brother. Brother versus
Beyond the Pitch Deck: A Legal Guide to Investor-Side Due Diligence
Having counseled investors through dozens of venture transactions in New York and beyond, I can say with confidence that due diligence isn’t a checkbox exercise. It’s the process of stress-testing every material assertion made during the fundraising process and, just