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
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
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
Spoliation sanctions in the Commercial Division exist on a spectrum—from cost-shifting and adverse inferences to the ultimate sanction of striking a pleading. But where exactly is the line between gross negligence and the kind of “willful or contumacious” conduct that
Can an LLC operating agreement strip a minority member of the right to sue derivatively—simply by requiring majority approval before anyone commences litigation “involving the Company”? An arbitrator in New York thought so, and a New York court confirmed it.
New York LLCs without operating agreements are as common as noodles in Naples. Most function just fine without one. Their members just rely upon the statutory default rules found in the New York Limited Liability Company Law (the “LLC Law”)
A special proceeding pursuant to New York Civil Practice Law and Rules (“CPLR”) Article 78, specifically Section 7803(3), is the vehicle for challenging determinations of a body or officer. Section 7803(3) sets forth the all-too-familiar question raised: whether the determination
It’s no accident this blog has featured dozens of posts involving disputed capital calls. It’s a common scenario in the world of closely held firms, not always but sometimes pitting the interests of the passive owners in maintaining their equity
Last fall, I blogged about the challenges of overturning an arbitrator’s award (check out that post here). That case illustrated the difficulties of vacating an award based on a purported erroneous ruling of law. But what if a party seeks
The Schedule K-1 is a tax form that pass-through entities use to report each owner’s share of the entity’s income, deductions, credits, and other tax items. It is also one of the great rock stars of business divorce litigation. K-1s
