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Obtaining Discovery of the Company Lawyer in Business Divorce Cases:...
A recent decision by Nassau County Commercial Division Justice Stephen A. Bucaria in Vecchio v. Post Road Entertainment, LLC, Short Form Order, Index No. 187/08 (Sup Ct Nassau County May 1, 2012),...
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Revoking the Buy-Out Election: It Ain’t Easy
In 1979, New York enacted Sections 1104-a and 1118 of the Business Corporation Law, the former giving minority shareholders of close corporations the right to petition for judicial dissolution based on...
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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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Summer Shorts: The Excluded LLC Member and Other Decisions of Interest
It’s that time of year again, when languid summer days and vacation plans push aside all but the most serious work-related endeavors, and when I share with my readers a few short summaries of recent...
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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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Arms-Length Sale of Corporation’s Assets Establishes Value in Stock Appraisal...
At the time of Rajesh Banani’s death in 2007, he managed and co-owned with his parents, Kishin and Pushpa Banani, a pawn brokerage business in Astoria, Queens, called New Millenium Pawnbrokers, Inc....
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Novel Ruling in Lawsuit Over Capital Call Prods Parties to Equitable Buy-Out
Lawsuits among partners in closely held businesses present infinite variations on claims for breach of contractual, statutory and common law duties. Depending on many factors — the size of the business...
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The High Price of Bungled Expert Disclosure in Valuation Cases
Courts determine the value of equity interests in closely held firms in a variety of settings, including (among others) dissenting shareholder proceedings triggered by mergers; elective stock buy-outs...
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Novel Ruling on Advancement in LLC Dissolution Case “Levels the Playing Field”
Section 420 of New York’s LLC Law authorizes an LLC, “subject to the standards and restrictions, if any, set forth in its operating agreement,” to indemnify and hold harmless, and advance expenses to,...
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Court Resolves Trio of Issues in Battling Brothers’ Buy-Out
A trio of recent decisions by Nassau County Commercial Division Justice Stephen A. Bucaria (photo right) in Abatemarco v Abatemarco, Index No. 6455/13, presents a smorgasbord of noteworthy issues in a...
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Squabbling Partners with Piecemeal Adjudications Need Not Apply
Over 100 years ago, in Lord v Hull, 178 NY 9 [1904], the New York Court of Appeals — the state’s highest court — drew upon English common law to establish what has become a bedrock principle of...
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Court Rebuffs Dissolution Withdrawal in Denying Enforcement of Non-Compete
In a post last year entitled “Squabbling Partners with Piecemeal Adjudications Need Not Apply,” I wrote about Nassau County Commercial Division Justice Stephen A. Bucaria‘s creative adaptation of the...
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Court-Ordered LLC Buy-Outs: What’s the Valuation Date?
If you’ve studied New York dissolution law, you know that, unlike proceedings involving close corporations, there’s no statutory authority for a court-ordered buy-out when a member of a limited...
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First a Judicial Nudge, Then a Push to the Buy-Out in Shareholder Dispute
Long Island’s dense population and surfeit of privately owned businesses small, medium, and large assure the Commercial Division judges of the Nassau County Supreme Court more than their fair share of...
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LLC “Squabble” Gets Back Its Day in Court
A couple of interesting things caught my eye about an otherwise garden-variety lawsuit brought by a dissident LLC member in which Nassau County Commercial Division Justice Stephen A. Bucaria issued a...
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Winter Case Notes: LLC Manager Removal and Other Recent Decisions of Interest
We’re two-thirds of the way through the official winter season, which thus far has dumped a lot of snow on the Northeast making it a good one for skiers. It’s also been a good season for business...
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