This week’s post examines how a premature $50 million buyback notice and a hurried $140 million third-party sale collided—leaving both transactions invalid and the Elie Tahari joint venturers stuck together, at least for now.
I’m a word person. One of the reasons I like reading e-books is any time I come across a word that’s new to me or unusual, I tap on it and up pops a definition. Not quite as convenient when reading court decisions, so when I read the phrase “liminal legal space” in a very
One might assume that pending legal matters at the time of a law partnership’s dissolution are firm assets or property. Not so, held the New York Court of Appeals in a ruling that practically guarantees prolonged litigation over the correct valuation and allocation of contingency fee cases when law partnerships dissolve. Read about one recent example in this week’s New York Business Divorce.
Two decisions—just over 10 weeks apart—show business divorce litigants the power and limitations of the implied covenant of good faith and fair dealing.
Is it a partnership? Is it an LLC? Can it be both? In this week’s New York Business Divorce, read about a novel application of the rules of law governing partnerships and LLCs to the same business entity simultaneously to achieve a solution that would not been possible if strictly applying the laws of one or the other.
This week’s NYBD presents the 16th annual edition of Summer Shorts offering brief commentary on three recent decisions involving disputes among LLC members.
Let’s say you are a minority interest holder facing a squeeze-out merger. If someone else controls the process, the price, and the paperwork, how do you know the deal was fair? Can a minority shareholder that also holds a meaningful stake in the controller really be counted among the “disinterested” minority in a vote of
Sometimes, we encounter business owners who just can’t seem to differentiate themselves from the businesses they own. In this week’s New York Business Divorce, the owner of an automobile dealership group had the book thrown at him with a massive punitive damages award after helping himself to the business’s working capital.
Continue Reading “Knowing” and “Intentional” Defalcation Yields Goliath Punitive Damages Award
Two recent Brooklyn decisions test the procedural boundaries of shareholder oppression—one rejecting a standalone damages claim outside dissolution, the other sending a properly commenced dissolution proceeding down a plenary path.
Continue Reading Brooklyn Cases Test the Procedural Boundaries of Shareholder Oppression
Corporate management takes the win in this week’s New York Business Divorce with what appears to be the first New York appellate decision to apply the business judgment rule to a decision by a board of directors to oust one of its own under the “cause” standard for removal found in Section 706 of the Business Corporation Law. Whether there is, or is not, “cause” to fire a co-director, held the Court, is a matter falling comfortably within the board’s business judgment, even as a response to aggressive activism. So behave on that board. Otherwise, your colleagues may show you the door.
Continue Reading Co-Director Removal and the Business Judgment Rule