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Posts Categorized: Business Divorce

Posted: July 31, 2016

Shareholder Agreement’s Buy-Out Terms Not Applicable in Dissolution Proceeding

On July 21, 2016, Justice Knipel of the Kings County Supreme Court issued a decision in Matter of Piazza v. Gioia, 2016 NY Slip Op. 31430(U), holding that a shareholder buyout provision did not apply in a dissolution proceeding, explaining: Gioia and KCWC argue that the commencement of this proceeding triggered Piazza’s obligation to sell... Read more »

Posted: April 12, 2016

LLP Law Bars Claim Against Dewey LeBoeuf Partners

On April 1, 2016, Justice Scarpulla of the New York County Commercial Division issued a Decision & Order in 130 Properties Owner, LP, v. Abelson, 2016 NY Slip Op 50446(U) granting a motion to dismiss. The plaintiff in the action was Dewey & LeBoeuf LLP’s landlord. When Dewey LeBoeuf declared bankruptcy, plaintiff was not paid... Read more »

Posted: March 30, 2016

LLC Member Costs in Defending Dissolution Proceeding Not Payable With LLC Funds

On March 23, 2016, the Second Department issued three decisions in Matter of Kassab v Kasab: 2016 NY Slip Op. 02089, 02090 and 02091, discussing LLC dissolution, including whether an LLC member can use LLC funds to defend a dissolution action. In 2016 NY Slip Op. 02089 and 02090, the Second Department affirmed the dismissal... Read more »

Posted: March 21, 2016

Client Q&A: My friends and I jointly own a corporation and an LLC, but disagree about everything lately. How can I get out of the business?

My friends and I jointly own a corporation and an LLC, but disagree about everything lately. How can I get out of the business? By Vitali S. Rosenfeld Separating from one’s business partners in a closely held entity—commonly known as business divorce—is a distinct area of modern commercial law generating a lot of litigation. Like... Read more »

Posted: December 27, 2015

Corporation Dissolved Based On Deadlock, Dissension and Division

On December 18, 2015, Justice Platkin of the Albany County Commercial Division issued a decision in Matter of the Dissolution of Capital Region Multiple Listing Service Inc., 2015 NY Slip Op 51857(U), ordering the judicial dissolution of a New York Corporation based on “dissension, disagreement and division” among the shareholders and directors. The decision provides... Read more »

Posted: December 10, 2015

Areas of Dissension Insufficient Basis for Ordering Law Firm’s Dissolution

On December 3, 2015, the First Department issued a decision in Matter of Klein v. Klein Law Group, P.C., 2015 NY Slip Op. 08940, finding that dissension in a law firm was insufficient to justify the firm’s dissolution, explaining: The ultimate remedy of dissolution and forced sale of corporate assets should only be applied as... Read more »

Posted: October 27, 2015

Partnership Formed for a Particular Undertaking Not Dissolvable at Will

On October 16, 2015, Justice Kornreich of the New York County Commercial Division issued a decision in Redel v. Redel, 2015 NY Slip Op. 31941(U), dismissing an action to dissolve a partnership, explaining: As the Court of Appeals recently explained, pursuant to Partnership Law § 62(1)(b), in the absence of a definite term of duration... Read more »

Posted: October 26, 2015

Attorney Who Formed Corporation Can Represent Shareholder in Dissolution Action

On October 20, 2015, Justice Pines of the Suffolk County Commercial Division issued a decision in Altungeyik v. Ayknat, 2015 NY Slip Op. 51527(U), refusing to disqualify an attorney who formed a corporation from later representing one shareholder against another, explaining: A party seeking disqualification of its adversary’s lawyer must prove: (1) the existence of... Read more »