Section 626 of New York’s Business Corporation Law governs standing to sue derivatively in New York. It states that “an action may be brought in the right of a domestic or foreign corporation . . . by a holder of shares or...more
There is perhaps no provision in an LLC operating agreement more susceptible to abuse than one allowing those in control of the LLC to make mandatory capital calls. For one, that authority often comes with very few...more
I am increasingly encountering businesses that straddle across several different entities, especially LLCs. The popularity of LLCs, their relatively low cost of organization, and business owners’ apparent desire to...more
One of the first business divorce cases that I participated in as a young litigator was a lengthy arbitration over whether a minority shareholder was oppressed under BCL 1104-a. With those fond memories, evolution of the...more
1/13/2025
/ Arbitration ,
Board of Directors ,
Business Disputes ,
Business Divorce ,
Business Litigation ,
Contract Terms ,
Corporate Governance ,
Fiduciary Duty ,
Minority Shareholders ,
Shareholder Litigation ,
Shareholder Oppression ,
Shareholders ,
Summary Judgment
The shareholder oppression claim under BCL 1104-a has a unique relationship with claims for money damages.
A minority shareholder petitioning for dissolution under BCL 1104-a must establish that the majority shareholders...more
When a minority shareholder petitions for dissolution of a corporation on the grounds of oppressive or illegal conduct (see BCL 1104-a), Section 1118 of New York’s Business Corporation Law allows the corporation or any other...more
In 1941, two of the three shareholders of Ringling Bros.-Barnum & Bailey Combined Shows, Inc. entered into an agreement stating that they would vote their combined 630 of the outstanding 1000 shares of Ringling Bros. stock...more
4/10/2023
/ Board of Directors ,
Business Disputes ,
Business Divorce ,
Business Litigation ,
Contract Terms ,
Corporate Governance ,
Director Nominations ,
Limited Liability Company (LLC) ,
Private Right of Action ,
Shareholders ,
Voting Rights
Having spent the better part of my career litigating disputes between minority and majority owners of closely-held businesses, I can comfortably say that all else equal, I would prefer to be a minority shareholder of a New...more
For owners of closely-held businesses, there are few provisions meriting more attention in an owners’ agreement than the buy-sell agreement. Buy-sell agreements come in many different forms, and the best ones are designed to...more
The right of shareholders to elect a corporation’s directors is one of the most valuable rights attendant to share ownership. Election of directors is where shareholders can directly exert their influence on the corporation,...more
7/26/2021
/ Board of Directors ,
Business Disputes ,
Business Divorce ,
Business Litigation ,
Closely Held Businesses ,
Corporate Governance ,
Director Nominations ,
Director Removal ,
Fine Art ,
Injunctions ,
Likelihood of Success ,
Minority Shareholders ,
Motion To Enjoin ,
Shareholder Meetings ,
Shareholders ,
Voting Rights