Blogs

Posts Categorized: Business Divorce

Posted: October 9, 2014

When Valuing a Minority Interest, Discount for Lack of Marketability Need not be Applied if no Real Likelihood the Company will be Sold in the Future

On October 6, 2014, Justice Kornreich of the New York County Commercial Division issued a decision in Zelouf Intl. Corp. v. Zelouf, 2014 NY Slip Op. 51462(U), deciding how a closely-held corporation should be valued. In Zelouf Intl. Corp., after a drawn-out dispute over the rights of a 25% shareholder in a closely-held family textile... Read more »

Posted: August 26, 2014

Court Grants Summary Judgment Even Though Defendants Sought More Discovery

On August 15, 2014, Justice Whelan of the Suffolk County Commercial Division issued a decision in Flax v. Shirian, 2014 NY Slip Op. 51229(U), rejecting a request to defer decision on a motion for summary judgment pending further discovery. In Flax, the plaintiffs sought partial summary judgment on their claims in a business divorce action.... Read more »

Posted: August 17, 2014

No Need for a Corporate Officer to Make Demand on Board Before Bringing BCL 706, 716 or 720 Actions

On August 6, 2014, Justice Demarest of the Kings County Commercial Division issued a decision in Kotlyar v. Khlebopros, 2014 NY Slip Op. 51185(U), holding that there is no need for a corporate officer to make a demand on the board of directors before bringing an action pursuant to BCL 706, 716 or 720. In Kotlyar, the... Read more »

Posted: July 24, 2014

BCL § 1112 is Controlling for Determining Venue In an Action Seeking Judicial Dissolution

On July 21, 2014, Justice Demarest of the Kings County Commercial Division issued a decision in Sicignano v. Hymowitz, 2014 NY Slip Op. 51100(U), refusing to change venue in an action seeking judicial dissolution. In Sicignano, the defendants in an action seeking “judicial dissolution . . . pursuant to Business Corporation Law § 1104-a” and asserting... Read more »

Posted: March 27, 2014

LLC Member Not Permitted to Withdraw From LLC

On March 12, 2014, Justice Kitzes of the Queens County Commercial Division issued a decision in In the Matter of Kassab, Index No. 14428/2013, ruling on two pending motions in a special proceeding involving claims for judicial dissolution of two closely-held entities and related relief. This post focuses on the resolution of the respondent’s motion to... Read more »

Posted: March 23, 2014

Denying Petitioner is Shareholder Can Constitute Oppressive Conduct Justifying Corporate Dissolution

On March 11, 2014, Justice Friedman of the New York County Commercial Division issued a decision in Quazzo v. 9 Charlton St. Corp., 2014 NY Slip Op. 30625(U), discussing the standard for corporate dissolution based on oppression. In Quazzo, the petitioner sought, among other things, to dissolve a New York corporation of which she claimed... Read more »

Posted: January 23, 2014

Director Breaches Fiducary Duty in Selling Corporate Shares to Himself

On December 24, 2013, Justice Whelan of the Suffolk County Commercial Division issued a decision in KNET, Inc. v. Ruocco, 2013 NY Slip Op. 33543(U), addressing the propriety of a director’s sale of additional shares to himself. In KNET, Inc., the court addressed a number of issues, including whether a corporate director breached his fiduciary... Read more »