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Posts Categorized: Business Divorce

Posted: October 4, 2021

Court Enjoins Dilution of Membership Interest Despite Past Practice

On August 25, 2021, in Lengyel-Fushimi v. Bellis, et al., Kings Supt. Ct. Index No. 512764/2021, Justice Ruchelsman denied leave to reargue its prior decision granting plaintiff a preliminary injunction enjoining the other members from diluting his membership interest by majority vote where the operating agreement required unanimous approval regardless of past practice, explaining: As noted,... Read more »

Posted: April 24, 2021

Decisions on How to Liquidate Made by LLC’s Managing Member Reviewed Under Deferential Business Judgment Rule

On April 6, 2021, the First Department issued a decision in Matter of FGLS Equity LLC, 2021 NY Slip Op. 02099, holding that decisions on how to liquidate an LLC made by the LLC’s managing member are reviewed under the deferential business judgment rule, explaining: The decisions of FGLS’s managing member and liquidator, Steven Turchin,... Read more »

Posted: February 22, 2021

In re London Silver Fixing, Ltd. Antitrust Litigation — Settlement Update

In In re London Silver Fixing, Ltd. Antitrust Litigation, Nos. 14-MD-02573, 14-MC-02573 (S.D.N.Y.), class plaintiffs have submitted briefing in support of a proposed settlement (the “Settlement”) with various Deutsche Bank-related defendants (“Deutsche Bank”). As reported in previous posts, this litigation concerns allegations that Deutsche Bank and other financial institutions participated in manipulations of “the fix”,... Read more »

Posted: December 26, 2020

Restrictions on Stock Transfer in Corporate By-Laws Did Not Bar Transfer By Will

On December 11, 2020, Justice Emerson of the Suffolk County Commercial Division issued a decision in Lambro Indus., Inc. v. Chai Found., Inc., 2020 NY Slip Op. 51470(U), holding that restrictions on stock transfers in corporate by-laws did not bar the transfer of stock by will, explaining: As a broad general principle, it may be... Read more »

Posted: October 19, 2020

Company’s Counterclaims Against Minority Members and Former Executives Dismissed

On October 13, 2020, Justice Vito M. DeStefano of the Commercial Division of the Supreme Court of the State of New York, Nassau County, issued a decision in Stanco and Toomey v. Rallye Motors Holding, LLC, Index No. 612155/2017, dismissing almost all of the counterclaims asserted by the defendant, a holding company for several automobile... Read more »

Posted: September 27, 2020

Court Dismisses Petition to Dissolve LLC Because LLC Was Able to Conduct Business

On September 9, 2020, Justice Masley of the New York County Commercial Division issued a decision in Lazar v. Attena LLC, 2020 NY Slip Op. 33003(U), dismissing a petition to dissolve an LLC because the LLC was able to conduct business, explaining: Respondents argue that petitioners have failed to establish a prima facie case for... Read more »

Posted: August 22, 2020

Defense Barred by Tax Estoppel

On August 20, 2020, the Fourth Department issued a decision in Rizzo v. National Vacuum Corp., 2020 NY Slip Op. 04693, holding that defendants were prevented by the doctrine of tax estoppel from denying that the plaintiff owned the percentage of the company reflected in the tax returns the defendants prepared, explaining: A party to... Read more »

Posted: July 17, 2020

Court Considers Constructive Dividends in Calculating Parties’ Entitlement to Share of Company’s Assets

On July 9, 2020, Justice Livote of the Queens County Commercial Division issued a decision in Chun You Cheng v. Yang, 2020 NY Slip Op. 50801(U), considering constructive dividends in calculating the parties’ share of a corporation’s assets, explaining: Having determined the ownership, the payments made to the parties must be accounted for. Defendants believed... Read more »