Corporate Divorce – Preventing and Managing the Break-Up of a Business Partnership
Building and Exiting Business Partnerships
Navigating Corporate Divorce With Michael Einbinder
Episode 23: LLCs as They Approach the 50-Year Milestone: A Conversation with Professor Susan Pace Hamill
Everything You Ever Wanted to Know About Buy-Sell Agreements: A Conversation With Expert and Author Paul Hood
I Wish I Knew What I Know Now: Conversations with AGG on FDA Issues - Business Divorces in the Food and Supplements Space
Law Brief ®: Alan Gaynor and Richard Schoenstein Explore Business Divorce
Episode 8 | Breaking Up Is Hard To Do: Navigating the Domestic Relations Arena
Episode 021: Member Liquidity, Default Rules, and the Corporate-ization of LLCs: A Conversation with Dean Donald J. Weidner
Episode 17: Arbitrating Deadlock: A Conversation with Arbitrator Erica Garay
Episode 015: Confessions of a Business Appraiser: A Conversation with Chris Mercer
Episode 014: Business Divorce Stories: Business Appraiser Tony Cotrupe and Attorney Jeff Eilender
Throwing the baby out with the bath water is a pithy expression that suggests exercising caution when business partners in private companies are seeking to achieve a business divorce. The majority owner and the departing...more
Spring is soon upon us. March Madness is at our doorstep. The Formula 1 season is underway. Baseball season will be in full swing shortly. And my allergies are already in bloom....more
Join attorneys Sarah Sawyer and Russell Berger from Offit Kurman as they discuss the dynamics of business relationships. In this episode of OK at Work, they explore the importance of proactive planning in partnerships, the...more
In recent years, the headlines have tracked the news of high-profile breakups among business partners in private companies. These business partner fallouts include: - 2023: Sam Altman was ousted as Open AI CEO (for...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
Welcome to our 17th annual edition of the Top 10 business divorce cases featured on this blog over the past year. This year’s selections buck the trend of previous years in which cases involving limited liability...more
We frequently see a partner’s “fiduciary duties” expressed as the union of the duty of loyalty and the duty of care. The duty of loyalty requires fiduciaries to avoid elevating the interests of any other person or entity...more
November was a whirlwind month for New York LLC litigation. It featured disputes over how to wind up a judicially dissolved LLC, a bitter intra-family emergency indemnification/advancement injunction, and the finale of a...more
There’s a ton of Delaware caselaw enforcing Section 18-1101 (c) of that state’s LLC Act as amended in 2004, authorizing LLC agreements to eliminate the members’ and managers’ liability for breach of fiduciary duty, the only...more
Here’s What Happened This dispute arose from the operations of 409 North Camden, LLC, which owns a two-story office building in Beverly Hills. The property's history dates back to 1963, when six friends purchased it as...more
The era of the old-fashioned general partnership long ago petered out, largely displaced by subchapter S corporations and, in the last few decades, limited liability companies, both of which allow pass-through taxation...more
How often do hopeful beneficiaries of a last will and testament expect to receive what they think will be a valuable bequest of a business interest, only to find their joy turn to despair when they discover the bequest...more
In the world of business divorce litigation, this summer saw everything but a slowdown. We witnessed (and blogged about) Justice Crane cap a long-running fair value proceeding with helpful guidance on appraisals and...more
The absolute litigation privilege is a long-standing legal principle that statements made during the course of a judicial proceeding by participants in the proceeding (whether parties, attorneys, witnesses, or judges) are...more
“It all started when the distributions stopped.” In my travels as a business divorce litigator, I’ve seen many disputes between LLC co-owners that begin with that message. A minority owner is content to remain a “silent...more
Welcome to this 14th annual edition of Summer Shorts. This year’s edition features brief commentary on three recent decisions by New York courts in business divorce cases. The featured cases involve a suit pitting three...more
Conflicts between co-owners in private companies are common, but the vast majority are worked out through dialogue and negotiation. When these internal conflicts cannot be resolved, however, minority investors may file suit...more
On this episode of “Splitting Heirs,” Warren K. Racusin talks with Lowenstein partner Nick San Filippo IV, Chair of the firm’s Business Divorce practice, and Jeff Savlov, a partner in the family business and wealth consulting...more
Delaware Chancery Court’s contractarian approach to all things LLC, embedded statutorily in Section 18-1101(b) of the Delaware LLC Act (“It is the policy of this chapter to give the maximum effect to the principle of freedom...more
Just a few weeks ago, I commented on a recent uptick in disputes centered on the breakup of professional services firms. In those disputes, we expect that the demands of the legal, accounting, and medical professions draw...more
Hindsight can be a wonderful thing, especially if hard-earned lessons are adopted by others who are willing to learn from past mistakes. When private company owners and investors share with me some of the wisdom they have...more
Count ’em: At the time A sued B for judicial dissolution of one of their several jointly owned companies, there are not one, not two, not three, but eight pending lawsuits between the two 50/50 business partners who first...more
The lion’s share of cases we write about on New York Business Divorce involve consummated business relationships where the warring parties have clearly chosen the particular entity form governing their relations, whether it...more
As a business trial lawyer representing private company owners and investors in business divorce disputes and civil litigation for many years, my experience teaches that business partners should approach litigation with...more
As both a practitioner and a close follower of New York business divorce caselaw, I’ve seen a recent uptick in disputes centered on the breakup of professional services firms and cryptocurrency businesses. Perhaps the crypto...more