Should LLC operating agreements require unanimous consent of the members to amendments? As this week’s New York Business Divorce discusses, there’s no single right answer to the question.
Can a shareholder use the implied covenant of good faith and fair dealing inherent in the corporation’s shareholders agreement to plead what otherwise would be derivative claims as direct ones? Find out in this week’s post.
These days general partnership decisions are rare. This general partnership rule is unprecedented: continuing to run an at-will partnership post-dissolution results in the partnership’s reconstitution even if the majority is actively suing for judicially supervised wind up. Does that sound
This week’s New York Business Divorce revisits the Eastland Food v Mekhaya case, focusing on last month’s Maryland Supreme Court’s split decision on whether the minority shareholder has a direct claim for breach of fiduciary duty based on alleged disguised
The equitable accounting claim in business disputes has experienced a resurgence. This week’s post explores the recent developments reinforcing the potency of this once-fading legal remedy.
In this week’s New York Business Divorce learn whether, and if so, under what circumstances, the New York Surrogate’s Court can compel an accounting of a non-party business entity in which a decedent’s estate holds a minority stake.
If an oppressed, frozen-out minority shareholder is going to sue for judicial dissolution, chances are they’re going to do it within the applicable six-year statute of limitations. This week’s New York Business Divorce examines a recent decision where the shareholder
Spectacle of Appraisal: This week’s post highlights a Manhattan Eyeglass Store’s valuation quandary and the appraisal lessons we can learn from it.
New York law regards a shareholder derivative plaintiff’s standing as fundamentally distinct from the plaintiff’s individual capacity. That leads to problems where a shareholder derivative defendant hopes to counterclaim against the plaintiff for personal liabilities. Read about this problem, and
This weeks New York Business Divorce proudly presents the 13th annual edition of Summer Shorts featuring brief commentary on five recent decisions of interest in business divorce cases in the New York courts.