Blogs

Posts Categorized: Business Divorce

Posted: September 9, 2018

Court Refuses to Dismiss Common Law Dissolution Action Even Though Shareholder Lacked Standing to Bring Statutory Dissolution Action

On August 15, 2018, Justice Scarpulla of the New York County Commercial Division issued a decision in Matter of Yu v. Bong Yu, 2018 NY Slip Op. 32009(U), refusing to dismiss an action for common law dissolution of a corporation even though the shareholder lacked standing to bring an action for statutory dissolution, explaining: Business Corporation… Read more »

Posted: September 7, 2018

Court Dismisses Action to Dissolve LLC in Light of High Burden for LLC Dissolution Actions

On August 15, 2018, Justice Scarpulla issued a decision in Yu v. Guard Hill Estates, LLC, 2018 NY Slip Op. 32008(U), dismissing an action to dissolve an LLC in light of the high burden for dissolving an LLC, explaining: Limited Liability Company Law section 702 provides that dissolution of a limited liability corporation may be… Read more »

Posted: September 1, 2018

Common Law Dissolution Denied; No Evidence of Misconduct or Oppression

On August 22, 2018, the Fourth Department issued a decision in Feldmeier v. Feldmeier Equip., Inc., 2018 NY Slip Op. 05893, affirming the dismissal of an action for common law dissolution of a corporation, explaining: As plaintiff correctly recognized, he could not seek judicial dissolution under Business Corporation Law § 1104-a because he owned less… Read more »

Posted: July 30, 2018

Dissolution Under BCL 1104 Unavailable to Owner of 49 Percent of Voting Stock

On July 16, 2018, Justice Scarpulla of the New York County Commercial Division issued a decision in Balkind v. Nickel, 2018 NY Slip Op. 31703(U), holding that a 49 percent shareholder in a New York corporation was not entitled to seek dissolution under BCL 1104, explaining: Business Corporation Law provides that the holders of shares… Read more »

Posted: June 24, 2018

Court Refuses to Dissolve LLC, Holding That Members’ Disputes Were Insufficient to Justify Dissolution

On June 11, 2018, Justice Dufficy of the Queens County Commercial Division issued a decision in Matter of Kassab v. Kasab, 2018 NY Slip Op. 50934(U), refusing to dissolve an LLC despite the many disputes between the members, explaining: A court may order the dissolution of a limited liability company whenever it is not reasonably… Read more »

Posted: May 22, 2018

Court Erred in Considering Extrinsic Evidence in Interpreting an Unambiguous Agreement

On May 16, 2018, the Second Department issued a decision in World Ambulette Transportation, Inc. v. Lee, 2018 NY Slip Op. 03560, holding that the trial court erred in considering extrinsic evidence in interpreting an unambiguous agreement, explaining: [W]e disagree with the Supreme Court to the extent that it determined that the parties’ written agreement… Read more »

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 »