This one hurts to write about (from a trial lawyer’s perspective). Imagine this:
- Your client sues his former business partners for breach of a non-compete.
- You go to trial on behalf of your client, and win a hard fought victory:
Latest from NY Business Divorce - Page 2
Can Majority-Authorized Action Still Breach Fiduciary Duty?
Some NYBD posts have staying power. Of the hundreds of posts on this site, my practice brings me back, over and over again, to a handful of familiar favorites. This 2018 post from Peter Mahler is one to which I
It’s War! Chef’s Table at Brooklyn Fare
Is it the egos? The profits? The risk? The stress? The often poorly-done contracts? Some combination of all of the above? Hard to say, but real estate owners, law partners, and restaurateurs account for an oversized share of New York
First Department Upholds Minority’s Unilateral Termination of Majority-Appointed CEO Over Majority’s Objections
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 be
Winter Case Notes: A Partnership Masquerading as an LLC, and Other Recent Decisions of Interest
Here in New York, we’re about to say goodbye to a winter season like we haven’t seen in many years: prolonged, bitter cold; several prodigious snowfalls; and iced-over ponds. To all of which I say—hooray! Winter as it’s meant to
Corporate Afterlife: Deadlock and Accounting in the Winding-Up Phase
A dissolved corporation doesn’t simply vanish. It enters the winding-up phase, where the corporation must “proceed to wind up its affairs . . . sell its assets for cash at public or private sale, discharge or pay its liabilities, and
The BCL § 1118 Buyout Election: A Powerful Defense. With Limits.
A recent decision from Manhattan Commercial Division Justice Robert R. Reed explores some of the mighty defensive powers, and some of the practical limits, of the Section 1118 buyout election in corporation judicial dissolution proceedings.Section 1118 of the Business
Ownership Without Partnership: A Lesson from the Second Department on the Plight of the Assignee
Just a few weeks ago, Frank McRoberts authored a post titled, “The Pick-Your-Partner Principle.” It featured a more-than-decade old case about the dissolution of a real estate partnership and emphasized the fundamental principle that no partner can be
In Delaware, You Live or Die Under Your LLC Operating Agreement
Put on your Member B hat in the following not-so-hypothetical fact pattern:Member A and Member B form a Delaware LLC to invest in a third-party biotech company. Member A presents Member B with an operating agreement under which:
- Member B