Topic
Judicial Dissolution
73 published works
New York Business Divorce
Did Anyone Tell the Judge the Business Corporation Law Doesn’t Apply to LLC Dissolution?
The Appellate Division's landmark ruling in the 1545 Ocean Avenue case sharply demarcated the different statutes and different grounds available for judicial dissolution of LLCs and closely held corporations. So…
New Jersey Law Blog
New York Minority Oppression Statute Permits Oppressed Minority Shareholders to Commence Special Proceeding for Judicial Dissolution
An oppressed minority shareholder in a New York corporation may commence a special proceeding for judicial dissolution Business Corporation Law § 1104-a (a)(1) and (a)(2).
New York Business Divorce
The Conflict Continues Over Judicial Dissolution of Foreign Corporations
Justice Emily Pines' decision last month in Matter of Bianchi, dismissing for lack of subject matter jurisdiction a petition to dissolve a New York-based Delaware corporation, raises anew the conflicting…
New York Business Divorce
A Potpourri of Procedural Issues in Dissolution Cases
Disputes over procedural issues are no less common in dissolution proceedings -- and with consequences no less important -- than in other types of civil litigation. This week's New York…
New York Business Divorce
The Accidental Pro Bono Business Divorce Lawyer
The lawyer who appeared for the corporation in Matter of Boucher, decided last week by a Brooklyn appellate panel, learned the hard way that courts will not allow one 50%…
Delaware Corporate & Commercial Litigation Blog
Chancery Dismisses Dissolution Claim
Wiggs v. Summit Midstream Partners, LLC, C.A. No. 7801-VCN (Del. Ch. March 28, 2013). This opinion addresses: claims for breach of fiduciary duty in the context of an LLC agreement,…
Unfair Business Practices
Oppressive Conduct By Majority Shareholders Warrants Judical Dissolution of a Closely Held Virginia Corporation
By w-michaelmikeholmunfairbusinesspractices-blogspot
A recent decision by Judge Jane Marum Roush of the Fairfax Circuit Court in Virginia is a must read for shareholders in closely held Virginia corporations. The case, Colgate, et al.…
Delaware Chancery Law Blog
Court of Chancery Denies Motion to Compel Compliance with Order
In New Growth Capital, LLC v. Excel Marketing Solutions, Inc., C.A. No. 6067-VCN (Nov. 29, 2012), the Court of Chancery reviewed Defendant Excel's motion to compel compliance with the Court’s Order…
New York Business Divorce
Revoking the Buy-Out Election: It Ain’t Easy
In 1986, the legislature amended the statutory buy-out provision in judicial dissolution proceedings to make it harder to revoke an election to purchase. This week's New York Business Divorce highlights…
New York Business Divorce
Court Compels Buyout Despite Consent to Dissolution
In an unusual corporate dissolution case involving 50/50 shareholders decided last month by Justice Emily Pines, the court compelled a buyout of the petitioner's shares by the other shareholder notwithstanding…