There are plenty of advantages to practicing business divorce litigation in New York. The diversity of businesses and clients, complexity of agreements and transactions, and excellence of judges and attorneys make New York, in my view, the place to be
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Crossing the Hudson: Recent Business Divorce Decisions from Yonder States
On the menu for this week’s New York Business Divorce: five noteworthy business divorce cases from five different states.…
Two Cases. Two Mammoth Fee Awards. Coup de Grâce or Pyrrhic Victory?
In this week’s New York Business Divorce, read about the grand finale conclusion of two important cases previously featured on this blog, with massive affirmed attorneys’ fee awards in both, one by statute, one by contract.…
The Legal Ramen-ifications of Dissolving a New York LLC Over Noodle Choices
A New York LLC with a broad, “purposeless” purpose clause and demonstrated financial sustainability is dissolved over . . . the minority owner’s disagreement with the menu?…
New York Appellate Court’s Split Decision Involving Delaware LLC Pits “Harsh” Contractarianism Against “Fundamental Fairness”
In a split 3-2 decision last week, the Appellate Division, First Department, affirmed an order dismissing a claim to enforce an oral buy-out agreement involving a Delaware LLC as barred by the merger clause in a subsequently amended operating agreement…
Rare as a Dodo: Bifurcation in Business Divorce Trials
In this week’s New York Business Divorce, read about an exceptionally rare find: a bifurcated jury trial in a business divorce dispute.…
And the Award for Most Creative Attempt to Evade a Book Value Buy-Sell Provision Goes To . . .
“Under any standard of value, the true economic value of a business enterprise will equal the company’s accounting book value only by coincidence . . .” says the late business valuation expert and author Shannon Pratt. So why do so…
Enforcing the Guardrails on Transactions Involving Interested Directors of Close Corporations
This week’s New York Business Divorce takes a look at the common-law history leading to the enactment of BCL 713 regulating self-interested transactions by corporate directors, along with illustrative synopses of cases applying the statute.…
The Flexible “For Cause” Standard for Director and Officer Removal
In this week’s New York Business Divorce, we consider a first-in-a-generation appeals court decision affirming a lower court’s removal of a corporate officer “for cause.”…
The First State Defines the Scope of Majority Shareholder Fiduciary Duties
This week’s post takes us to the halls of Delaware Chancery Court, where a recent decision from Vice Chancellor Laster offers a first-of-its-kind roadmap for assessing the fiduciary duties owed by a majority shareholder.…