Topic
Judicial Dissolution
73 published works
New York Business Divorce
Potential Creditor Drags Corporation in Stalled Dissolution Proceeding into Receivership
Creditors take note: New York's Business Corporation Law gives creditors a path to intervene in a contested dissolution proceeding. See that path at work in this week's post.
It's Just Business
When Finding a Corporate Stalemate is Like Searching for Bobby Fischer
Judicial Dissolution of a "Deadlocked" LLC in North Carolina is a Big Ask When There is Evidence of Even Limited Cooperation Among Members Plaintiff Lee Norris and defendant James Schaafsma…
New York Business Divorce
The Skinny on Arbitrability of Judicial Dissolution Claims
Shareholder, partnership, and LLC agreements often include mandatory arbitration clauses. Do those clauses require arbitration of judicial dissolution claims? Find out in this week's New York Business Divorce.
New York Business Divorce
The Nutmeg State Out Front on Member Inspection Rights Under RULLCA
Earlier this month the Connecticut Supreme Court handed down an important, first impression decision construing RULLCA's provision granting members of manager-managed LLCs the right to inspect books and records. Read…
New York Business Divorce
Disguised Agreements and Dissolution
This week's New York Business Divorce highlights a pair of recent decisions in judicial dissolution cases in both of which one side claimed to be the 100% owner notwithstanding documents…
Delaware Corporate & Commercial Litigation Blog
Chancery Declines to Order Reserve for Fraud Claims Against Dissolving Corporation Under DGCL Section 280
There remains a relative paucity of opinions addressing the nuances of the dissolution statute under DGCL Section 280, compared to the Delaware decisions addressing other sections of the DGCL, so…
New York Business Divorce
Turmoil Follows Involuntary Transfers of LLC Membership Interests
The typical dispute among LLC members over membership interest transfers involves voluntary assignments or testamentary dispositions. This week's New York Business Divorce looks at a pair of cases involving disputes…
New York Business Divorce
Resignation: Antidote for Internal Dissention and Deadlock?
Under what circumstances, if at all, does resignation of one member of a two-member board of directors eliminate "deadlock" and "internal dissention" as an available grounds for corporate judicial dissolution?…
New York Business Divorce
Another Door Closes to Federal Court in Judicial Dissolution Cases
Statutory judicial dissolution claims are not welcome in federal courts which have been using the Burford abstention doctrine to divert them to state court. This week's New York Business Divorce…
New York Business Divorce
Pave Paradise, Put Up a Purposeful Parking Lot
This week's New York Business Divorce visits the Bluegrass State for an interesting appellate ruling in an LLC dissolution case concerning the operating agreement's purpose clause.