In this week’s New York Business Divorce, read about the history and development of the doctrine of tax estoppel, including two strands of competing case law emanating from a pair of New York State Court of Appeals decisions reaching opposite
Everything You Ever Wanted to Know About Buy-Sell Agreements: A Conversation With Paul Hood
Paul Hood, one of the leading experts on buy-sell agreements, has a new book on the subject highlighted in this week’s New York Business Divorce and also featured in an interview with Paul on a new episode of the Business
Stay Away Settlement Between Closely-Held Corporation and Dissident Shareholder Goes Away Upon Shareholder’s Death
A corporation and a dissident shareholder enter into agreement where the dissident shareholder agrees to receive regular payments in exchange for staying away from the Company’s business. What happens when the outspoken shareholder dies? In Stile v C-Air Customhouse Brokers-Forwards,
Summer Shorts: Business Divorce Cases From Across the Country
This week’s New York Business Divorce presents the 11th annual edition of Summer Shorts, featuring brief commentary on six decisions of interest in business divorce cases from across the country involving LLCs, limited partnerships, and close corporations.
Betting the Farm On An Oral Partnership Agreement
In a decision handed down last week, an upstate appellate panel upheld a partnership dissolution complaint not only seeking to enforce an oral partnership agreement for a business that operates an apple tree farm, but also claiming as partnership property
A Bumper Crop: Cannabis Meets Business Divorce
It turns out marijuana entrepreneurships are just as susceptible to co-ownership disputes as traditional business ventures. In this week’s New York Business Divorce, we address a familiar subject – oral partnership agreements – in an exciting new context – the
Judicial Dissolution of LLCs Under RULLCA: Iowa Supreme Court Takes the Stage
Iowa was one of the earliest of the 22 states that by now have adopted the Revised Uniform LLC Act (2006). Last month, Iowa’s Supreme Court handed down an important first-impression decision construing and applying RULLCA’s judicial dissolution provisions in
Appellate Ruling Puts Pappas v. Tzolis to the Test
The Court of Appeals’ decision in Pappas v. Tzolis was one of three opinions by that court in 2011-12 that reset the bargaining table when controlling owners of closely held companies buy out minority equity holders. A ruling earlier this
Common-Law Dissolution Hits Speed Bumps in Recent Decisions
This week’s New York Business Divorce discusses a pair of recent decisions — one involving a close corporation, the other an LLC — in which the courts grappled with procedural and substantive issues involving claims for common-law dissolution.
Holes in Shotgun Buy-Sell Agreement Keep Deadlock Dissolution Petition Alive
Does an LLC’s member’s pulling the trigger on a shotgun buy-sell agreement foreclose a petition for deadlock-based dissolution? Not if the members can’t agree on the terms of the sale, holds Vice Chancellor Slights.