Topic
corporate dissolution
144 published works
New York Business Divorce
Attention All Would-Be Corporate Dissolution Petitioners: Notice Pleading Doesn’t Cut It. You Need to Allege Facts. Lots of Them.
Unlike regular lawsuits that can be initiated with a notice pleading, a petition for involuntary corporate dissolution must contain detailed factual allegations supported by any available documentary evidence to establish…
New York Business Divorce
Liquidation of Real Estate Holding Company: Public Auction or Private Sale?
Under the Business Corporation Law, must a court-appointed receiver sell at public auction realty owned by a dissolved corporation, or may the receiver offer the property in a privately negotiated…
New York Business Divorce
Vying Over Venue in Corporate Dissolution Proceedings
The issue of venue rarely is contested in corporate dissolution cases thanks to special venue provisions in the Business Corporation Law and the LLC Law that require the case to…
New York Business Divorce
Splitting the Baby: Court in Oppressed Shareholder Dissolution Case Divides the Company Assets
A post-trial decision last month by Justice Emily Pines in Matter of Wenger, a corporate dissolution case pitting father against son, addresses novel issues concerning shareholder standing and oppression remedies.…
Corporate & Securities Law Blog
California Court Of Appeal Holds That Shareholders Have Standing To Pursue Derivative Actions After Dissolution Of A Corporation
In Favila v. Katten Muchin Rosenman LLP, 188 Cal. App. 4th 189 (2d Dist. 2010), the California Court of Appeal reversed the trial court’s denial of plaintiff’s motion for leave…
New York Business Divorce
Can Court Compel Shareholder to Present Claim in Dissolution Proceeding?
In a first impression decision handed down last month in Matter of Deblinger, Justice Stephen A. Bucaria upheld the court's power to compel a respondent shareholder in a dissolution case…
New York Business Divorce
Court Addresses Necessary Party, Res Judicata Issues in Shareholder Oppression Case Pitting Uncle Against Nephews
Must a corporate dissolution petition name all shareholders as respondents? Does the dismissal of a shareholder's prior lawsuit asserting derivative and employment-based claims preclude his seeking relief as an oppressed…
New York Business Divorce
Decision Breaks New Ground in Dispute Over Enforcement of Stock Buyback Triggered by Filing of Dissolution Petition
A highly instructive decision by Westchester Commercial Division Justice Alan D. Scheinkman in Matter of Piekos (Home Studios Inc.) grabs the spotlight in this week's New York Business Divorce. The…
New York Business Divorce
Final Round of Corfian Case Features Diverse Dissolution Issues
The case of Pappas v. Corfian makes a return appearance in this week's New York Business Divorce on the occasion of an action-packed decision last month by Brooklyn Supreme Court…
Delaware Corporate & Commercial Litigation Blog
Court of Chancery Addresses Dissolution Issues for Small Start-Up Corporation
In Grimm v. Beach Fries, Inc., et al., C.A. No. 931-VCN (Del. Ch. April 21, 2010), read decision here, the Court issued this post-trial decision in an action for dissolution of a…