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Top 10 Business Divorce Cases of 2010
I’m pleased to present my third annual list of the year’s top ten business divorce cases. This year’s crop includes some very important decisions concerning the standard for LLC dissolution, expulsion...
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Liquidation of Real Estate Holding Company: Public Auction or Private Sale?
Of all the types of small, closely held businesses caught in the maelstrom of a judicial dissolution proceeding, in my experience the one that’s most likely to go all the way to liquidation — as...
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Appellate Court Reinstates LLC Manager in Dispute with Investor in Vodka Venture
The highly competitive and lucrative market for premium vodka has spawned some of the most creative advertising and promotional campaigns known to consumers (think Absolut). A new market entrant...
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Pizza Wars of the Shareholder Kind
Who doubts that pizza runs in the veins of New York City inhabitants? According to one recent study by the NYC Economic Development Corporation, the city’s five boroughs have almost 1,300 pizzerias....
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Court Orders Dissolution of Unprofitable Real Estate LLC
Back in 2008, I wrote a couple of posts about the Youngwall case in which the court ordered involuntary dissolution of a commercial real estate limited liability company (LLC) owned 50/50 by two...
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A Toxic Mix of Family and Business
It’s not surprising that the ancient adage, “Never mix family and business,” is more honored in the breach than the observance. After all, as the late Professor Larry Ribstein observed in his terrific...
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LLC Dissolution Case Highlights Divergent Interests When One Member is Also...
Kim Kardashian’s marriage last summer to Kris Humphries famously lasted only 72 days. Their divorce proceeding even more famously is now in its seventh month. A less celebrated but similar fate may...
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Summer Shorts: Liquidating Receiver’s Authority to Compel Share Redemption...
Here we are again, in the doldrums of the last week of August. Offices are semi-deserted. The phones are quiet. Even the email traffic is down. Last chance to recharge the batteries before the...
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Some Winter Case Notes
At this wintry beginning of the new year I like to scour last year’s court decisions in business divorce cases to see if I overlooked any noteworthy ones. The following case summaries are the result,...
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What Law Applies When Internal Affairs Doctrine Clashes With Choice-of-Law...
The internal affairs doctrine is a choice of law rule under which a court will apply the law of the state of the subject entity’s formation (lex incorporationis) rather than the law of the jurisdiction...
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Equitable Dissolution of Limited Partnerships
The limited partnership is the dinosaur of business forms in New York, on its way to virtual extinction (outside of estate planning*) due to the availability since 1994 of the vastly superior LLC form...
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