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Posts Categorized: Business Divorce

Posted: March 28, 2018

Minority Discount Properly Applied When Valuing Minority Holder’s Share of Ongoing Partnership

On March 27, 2018, the Court of Appeals issued a decision in Congel v Malfitano, 2018 NY Slip Op. 02119, holding that a minority discount was properly applied when valuing a minority holder’s share of an ongoing partnership, explaining: The final question we must resolve is whether a minority discount may be applied in the… Read more »

Posted: February 22, 2018

Shareholder’s Failure to Help Run Company No Basis for Reducing His Shareholding

On February 13, 2018, Justice Kornreich of the New York County Commercial Division issued a decision in Stavroulakis v. Pelakanos, 2018 NY Slip Op. 50180(U), holding that a shareholder’s failure to help run a company was not a valid basis for reducing his shareholding, explaining: To the extent defendants invoke the concept of “fairness” by… Read more »

Posted: February 3, 2018

Questions of Fact Regarding Dissension, Deadlock and Financial Viability Preclude Corporation’s Summary Dissolution

On January 22, 2018, Justice Scarpulla of the New York County Supreme Court issued a decision in Matter of Ades v. A&E Stores, Inc., 2018 NY Slip Op. 30128(U), denying summary dissolution of a New York corporation, explaining: A shareholder owning at least one-half of the votes of the outstanding shares of a corporation entitled… Read more »

Posted: December 25, 2017

Questions of Fact Preclude Dissolution of Partnership on Summary Judgment

On December 12, 2017, Justice Bransten of the New York County Commercial Division issued a decision in Magid v. Magid, 2017 NY Slip Op. 32603(U), holding that questions of fact precluded summary judgment in a dissolution action, explaining: On their first cause of action, plaintiffs seek an Order dissolving 110 East, and giving plaintiffs the… Read more »

Posted: December 11, 2017

Derivative Action Plaintiff Loses Standing–And Action Must Be Dismissed–If It Sells Its Ownership Interest

On December 6, 2017, the Second Department issued a decision in Jacobs v. Cartalemi, 2017 NY Slip Op. 08506, holding that a derivative action plaintiff loses standing–and the action must be dismissed–if it sells it ownership stake in the company on behalf of which the plaintiff is suing, explaining: Members of a limited liability company… Read more »

Posted: December 5, 2017

Plaintiff Without Standing to Bring Derivative Action Not Entitled to Fee Award Under BCL Sec. 626

On November 29, 2017, the Second Department issued a decision in Sakow v. Waldman, 2017 NY Slip Op. 08403, holding that a prevailing plaintiff that did not have standing to bring a derivative action was not entitled to a fee award under Business Corporations Law Sec. 626, explaining: Mawash moved for leave to renew its… Read more »

Posted: August 26, 2017

Questions of Fact on Whether LLC Could Fulfill its Purpose Barred Dissolution Claim’s Dismissal

On August 16, 2017, the Second Department issued a decision in Mace v. Tunick, 2017 NY Slip Op. 06170, holding that questions of fact precluded the dismissal of a claim for the dissolution of an LLC, explaining: In order to demonstrate entitlement to dissolution of a limited liability company, the member seeking such relief must… Read more »