Preliminary injunctions are a powerful tool in the business divorce litigator’s toolbox, and they often involve a race to the courthouse. This week’s post offers a reminder that sometimes, that race is critical; courts will be more inclined to preserve
Continue Reading Too Little, Too Late: Court Sides with Ousted Member, but Denies Preliminary Injunction Undoing Termination
In this week’s New York Business Divorce, read about the history and development of the doctrine of tax estoppel, including two strands of competing case law emanating from a pair of New York State Court of Appeals decisions reaching opposite
Continue Reading The Doctrine of Tax Estoppel in Ownership Status Disputes
Paul Hood, one of the leading experts on buy-sell agreements, has a new book on the subject highlighted in this week’s New York Business Divorce and also featured in an interview with Paul on a new episode of the Business
Continue Reading Everything You Ever Wanted to Know About Buy-Sell Agreements: A Conversation With Paul Hood
A corporation and a dissident shareholder enter into agreement where the dissident shareholder agrees to receive regular payments in exchange for staying away from the Company’s business. What happens when the outspoken shareholder dies? In Stile v C-Air Customhouse Brokers-Forwards,
Continue Reading Stay Away Settlement Between Closely-Held Corporation and Dissident Shareholder Goes Away Upon Shareholder’s Death
Hard to believe in the year 2021 we’re seeing litigation over the validity of capital calls because notice was given by email rather than snail mail, but that’s what happened in a case recently decided by the Appellate Division, Fourth
Continue Reading Court Cancels Capital Call For Want of a Postage Stamp
In this week’s New York Business Divorce, read about the plight of a Brooklyn beer brewing company founder whose co-members allegedly attempted to “freeze out” his interest by way of a forced dilution and ouster from management, and his efforts
Continue Reading Court Enjoins Dilution of Brewing Company LLC Membership Interest
The Delaware Chancery Court finally caught up with court decisions in New York and elsewhere, ruling last month in a case involving a bitcoin mining company that Delaware courts lack subject matter jurisdiction to adjudicate petitions to dissolve non-Delaware business
Continue Reading Delaware Declines Subject Matter Jurisdiction Over Judicial Dissolution of Foreign Entities
This week’s New York Business Divorce presents the 11th annual edition of Summer Shorts, featuring brief commentary on six decisions of interest in business divorce cases from across the country involving LLCs, limited partnerships, and close corporations.
Continue Reading Summer Shorts: Business Divorce Cases From Across the Country
In this week’s New York Business Divorce, a would-be LLC dissolution plaintiff goes down swinging on an unanswered complaint within an unopposed motion for a default judgment, just the latest example of New York courts closely scrutinizing the merits of
Continue Reading Swing and a Miss: Unopposed LLC Dissolution Claim Denied
When valuing an owner’s interest in a closely-held company, the calculation and applicability of a discount for lack of marketability is among the most fertile grounds for sharp disagreement. One open question: should the DLOM account for any contractual restrictions
Continue Reading Fueling the DLOM Debate: Control Transfer Restrictions and the Discount for Lack of Marketability
