Topic
corporate dissolution
143 published works
The Business Divorce Law Report
Failure to Request Hearing is Fatal to Dissolution Action
In most lawsuits, there is a presumption that the matter will, in most circumstances, go to trial. A party involved in a dissolution action involving a closely held New York…
New York Business Divorce
U.S. Circuit Courts Split on Abstention Doctrine in Dissolution Cases
A recent decision by the Eleventh Circuit U.S. Court of Appeals has created a split among the Circuits on the question whether federal District Courts should decline to adjudicate corporate…
Your ERISA Watch
Eleventh Circuit Holds Members of Controlled Group of Dissolved Corporation May be Liable for Pension Plan Termination Liabilities
This week’s notable decision, Pension Benefit Guar. Corp. v. 50509 Marine LLC, No. 19-14968, __ F.3d __, 2020 WL 6882698 (11th Cir. Nov. 24, 2020), published two days before Thanksgiving,…
Tax
Form 966: (New) Corporate Dissolution & Liquidation IRS
By Board-Certified Tax Law Specialist
Form 966: (New) Corporate Dissolution & Liquidation IRS Form 966 and Corporate Dissolution to IRS IRS Form 966: When a corporation is ready to wind down their operations and subsequently…
New York Business Divorce
Court Rejects Oppressed Shareholder’s Bid for Dissolution or Buy-Out, Finds Money Damages Sufficient
Not all misconduct by majority shareholders is worthy of dissolution or a compelled buy-out. The Court's broad power under BCL 1104-a to craft appropriate remedies also includes the power to…
New York Business Divorce
Dissolve for Failure to Elect a Board? Better Demand an Election First
This week’s New York Business Divorce highlights a recent decision by Manhattan Commercial Division Justice Andrea Masley dismissing a petition to dissolve a realty holding corporation brought under the rarely…
New York Business Divorce
Who Is a “Control” Person for Purposes of the Dissolution Statute’s Surcharge Provision?
Can a shareholder petitioning for dissolution under Section 1104-a of the Business Corporation Law rely upon the "surcharge" provision of the statute to sue a non-shareholder, director, or officer for…
New Jersey Law Blog
New York Courts Will Not Dissolve Out-of-State Corporate Entity
New York Courts do not have the power to order the dissolution of a corporate entity that operates in the State of New York, but was formed under the laws…
New York Business Divorce
How Not to Start a Corporate Dissolution Proceeding
In this week's New York Business Divorce, a would-be dissolution petitioner just could not catch a break in a series of procedural losses emanating out of Bronx County Supreme Court.
New York Business Divorce
Stock Pledge Agreement Defeats Minority Shareholder’s Standing to Sue for Statutory But Not Common-Law Dissolution
In a follow-up to last week's New York Business Divorce, this week's post addresses a second decision by Justice Saliann Scarpulla in the Yu family constellation of ilitigations, this time…