News & Analysis as of

Fiduciary Duty Dissolution Business Divorce

Farrell Fritz, P.C.

Beyond Fair Value: When Shareholder Oppression Demands Interest and Damages

Farrell Fritz, P.C. on

Shareholder oppression has long been a favorite topic of mine—for good reason.  A cornerstone of business divorce litigation, a claim of minority shareholder oppression under BCL 1104-a often invites creative argument over...more

Farrell Fritz, P.C.

A Message of Acceptance from the Garden State

Farrell Fritz, P.C. on

This week’s New York Business Divorce takes us to the Garden State for a delightfully-written, post-trial decision by retired, recalled Appellate Division Judge Clarkson S. Fisher, Jr....more

Farrell Fritz, P.C.

Demand Futility, Dissolution, and Transfer Restrictions: Spring Blooms Fresh Developments in LLC Litigation

Farrell Fritz, P.C. on

In addition to blooming trees and longer days, spring in New York has ushered in a fresh crop of noteworthy decisions on intra-LLC disputes.  Headliners include a boost to members’ rights to compel an accounting courtesy of...more

Farrell Fritz, P.C.

When Less Effort Leads to More Trouble: Quiet Quitting and Fiduciary Accountability

Farrell Fritz, P.C. on

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

Farrell Fritz, P.C.

Pitfalls for Corporate Counsel in Business Divorce Disputes

Farrell Fritz, P.C. on

No corporate lawyer wants to get drawn into a nasty litigation between an entity’s owners. But the reality is that corporate and general counsel often find themselves unwittingly ensnared in business divorce cases. Sometimes...more

Farrell Fritz, P.C.

#MeToo and Business Divorce: The Flip Side

Farrell Fritz, P.C. on

Two years ago, Peter Mahler wrote about a dissolution lawsuit by a female minority shareholder alleging that her male co-shareholders condoned a pattern of sexually offensive and demeaning conduct by a senior co-worker, which...more

Patton Sullivan Brodehl LLP

Portrait of a Mangled Business Divorce

Business divorce can be messy, as reflected by many of the cases covered here at The LLC Jungle. Two issues that frequently arise during the dissolution of an LLC are: 1. the statutory buyout procedure, and 2. claims for...more

Farrell Fritz, P.C.

The Money’s There But Out of Reach for the Minority LLC Member

Farrell Fritz, P.C. on

Of late I’ve been ruminating on New York’s membership in the shrinking pool of states that don’t recognize oppression of an LLC minority member by the controlling members or managers as ground for judicial dissolution....more

Farrell Fritz, P.C.

Business Divorce Nation: A Cross-Country Tour of Recent Decisions of Interest

Farrell Fritz, P.C. on

There’s tremendous diversity from state-to-state when it comes to statutory and judge-made law in business divorce cases. The basic fact patterns one sees in cases from across the country, however, don’t vary nearly as much....more

Farrell Fritz, P.C.

WIll the Pandemic Be a Boon for Future LLC Dissolution Claimants?

Farrell Fritz, P.C. on

The ongoing coronavirus / COVID-19 pandemic has quite literally impacted everyone and everything in New York, including the courts, which were forced to temporarily cease non-essential functions. The result was a short-lived...more

Farrell Fritz, P.C.

Death of Limited Partner Disarms Derivative Action

Farrell Fritz, P.C. on

I’ve yet to see him make a court appearance, and hope I never do, but the Grim Reaper sure has a knack for disrupting business divorce litigation involving LLCs and limited partnerships....more

Farrell Fritz, P.C.

Another Door Closes to Federal Court in Judicial Dissolution Cases

Farrell Fritz, P.C. on

Not for the first time, I find myself intrigued by the federal courts’ resistance to hearing state law claims for judicial dissolution of business entities where subject matter jurisdiction otherwise exists based on diversity...more

Farrell Fritz, P.C.

Summer Shorts: LLC Minority Member Oppression and Other Decisions of Interest

Farrell Fritz, P.C. on

It’s that time of year again, when I offer some lighter fare for poolside consumption consisting of summaries of a few recent decisions of interest involving disputes between business co-owners....more

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