Topic
corporate dissolution
144 published works
New York Business Divorce
Appellate Court Rejects Mandatory Stock Buyback Triggered by Dissolution Petition
This week's New York Business Divorce revisits an important topic, involving mandatory stock buybacks triggered by the filing of a dissolution petition, prompted by a recent decision by an upstate…
New York Business Divorce
Statute Constrains Commissions for Court-Appointed Receivers in Corporate Dissolution Proceedings
An appellate decision this month, in Matter of Eklund Farm Machinery, Inc., spotlights anew the inadequate statutory compensation scheme governing court-appointed receivers in corporate dissolution proceedings. It's in this week's…
New York Business Divorce
Court Denies Arbitration of Corporate Dissolution Petition Notwithstanding Broad Clause
Courts generally will enforce broad arbitration clauses in shareholders' agreements to compel arbitration of corporate dissolution disputes. This week's New York Business Divorce highlights an interesting, recent decision by Justice…
Corporate & Securities Law Blog
California Court Of Appeal Applies Three-Year Limitation Under Delaware Law To Claim Against Dissolved Delaware Corporation
In Greb v. Diamond Int’l Corp., 2010 Cal. App. LEXIS 566 (Cal. App. 1st Dist. Apr. 26, 2010), the California Court of Appeal for the First District affirmed the trial…
New York Business Divorce
Dissolution Counterclaim Fails to Stall Action for Goods Sold and Delivered
How might involuntary corporate dissolution figure into what otherwise would be a garden variety action for goods sold and delivered? Find out in this week's New York Business Divorce as…
New York Business Divorce
“Unclean Hands” Defense Can Backfire in Deadlock Dissolution Case
The defense of "unclean hands" frequently is employed against petitions for involuntary corporate dissolution. A recent decision by Justice Stephen Bucaria, examined in this week's New York Business Divorce, highlights…
New York Business Divorce
Vermont Court Declines Jurisdiction Over Dissolution of Delaware LLC
This week's New York Business Divorce travels to the Green Mountains of Vermont, whence comes a carefully reasoned decision holding that the courts of that state lack subject matter jurisdiction…
New York Business Divorce
Controlling Shareholder’s Unreasonable Refusal to Admit Petitioners’ Stock Ownership Constitutes Ground for Corporate Dissolution, Incurs Award of Attorney’s Fees
A fight over ownership of a Long Island marina leads to an order granting corporate dissolution and awarding counsel fees based on the controlling shareholders' unreasonable denial of the petitioning…
New York Business Divorce
Court Permits Direct Rather Than Derivative Recovery in Post-Dissolution Action Against Controlling Shareholder for Misappropriation of Assets Held by Second Corporation Found to be “Mere Continuation” of Dissolved Corporation
Internecine litigations involving family-owned close corporations generate some of the murkiest fact patterns and knottiest legal issues known to the courts. This week's New York Business Divorce looks at one…
New York Business Divorce
No Exception to Arbitration for Deadlock Dissolution Petition, Court Rules
There is nothing "unique" or "even unusual" about deadlock dissolution cases that place them outside the scope of a broad arbitration clause in a shareholders' agreement, rules Justice Ira Warshawsky…