One might assume that pending legal matters at the time of a law partnership’s dissolution are firm assets or property. Not so, held the New York Court of Appeals in a ruling that practically guarantees prolonged litigation over the correct
Three states, three LLC disputes, three appellate rulings. Who could ask for more?
This one hurts to write about (from a trial lawyer’s perspective). Imagine this:
When an LLC operating agreement permits action upon majority consent, can a minority member nonetheless challenge that action as a breach of the majority’s fiduciary duties? The Fourth Department weighs in.
Chef’s Table at Brooklyn Fare. It’s not just fining dining. It’s litigation warfare.
Can a three-person minority outvote a four-person majority to oust the majority-appointed, longtime CEO of a profitable company (who also happens to be the founder of the company) in a vote requiring supermajority approval?
The math ain’t mathing, you may
This week NYBD presents its annual Winter Case Notes summarizing several recent decisions of interest.
A recent Brooklyn Supreme Court case bring useful insight on three post-dissolution fundamentals: when (and how) a dissolution can be annulled, the court’s supervisory power under BCL 1008, and why, when shareholders are deadlocked as to dissolution procedure, a public
The BCL § 1118 buyout election is a mighty litigation tool, capable of thwarting judicial dissolution, capable even of thwarting an injunction. But it is not a panacea. Read about the powers and limitations of the statutory buyout election in
While the distinction between a partner and an economic interest holder is conceptually sound, a recent decision from the Second Department shows how an assignee of an economic interest can be left not only out of the boardroom, but also
