Misappropriation of corporate opportunity is one of our favorite, most frequently blogged topics on New York Business Divorce.

Occasionally, we come across court cases in which the majority owners so egregiously mistreated their minority co-owners that it's difficult...

A trio of significant rulings by the Appellate Division dominated the business divorce caselaw arena in 2023. Peter A. Mahler and Mathew D. Donovan discuss the highlights of business divorce cases...

For close business owners and their attorneys embarking upon a major litigated business dispute, it is not unreasonable to want to know with certainty which state or nation's laws they can expect the court to apply over....

That was the interesting, infrequently-litigated question addressed in a recent decision by Manhattan Commercial Division Justice Melissa A. Crane.

When the Trump Administration made a U-turn on federal tax incentives for purchasing electric vehicles (“EVs”), ending the Clean Vehicle Credit last September...

Some NYBD posts have staying power. Of the hundreds of posts on this site, my practice brings me back, over and over again, to a handful of familiar favorites.

Years ago, we wrote about Lengyel-Fushimi v Bellis, a pitched legal battle for control of a Brooklyn brewpub, Kings County Brewers Collective, LLC ("KCBC"), yielding not one...

Stockholders of Delaware corporations for many years have had the right to examine stock ledgers, stockholder lists and "books and records" for a "proper purpose" under Section 220...

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.

The implied covenant of good faith and fair dealing is a useful doctrine in business divorce litigation, particularly where more conventional fiduciary-duty theories are unavailable or economically unfeasible. In those circumstances, as we’ve opined before, the implied covenant’s ability to survive the direct-versus-derivative distinction and its unwaivable nature make it a potentially powerful tool.

My last outing on this blog analyzed a dispute over the consequences of a limited partner’s failure to meet a mandatory capital call.

Imagine devoting years of costly litigation to rescinding a $1 million equity investment in an LLC for fraudulent inducement

A recent decision from Manhattan Commercial Division Justice Robert R. Reed explores some of the mighty defensive powers...

As the year 2024 came to a close, and we entered a new year, the Surrogate's Court offered opinions addressed to a multitude of issues affecting trusts and estates. Consider the following decisions of interest.

Homapour ruled that when an operating agreement is “silent” about “whether and when a manager may be removed,” the “majority of courts” conclude that they may not look to the default statute, LLC Law § 414...

The appellate gods can be cruel. A little less than two years ago, we blogged about Owen v Hurlbut, a resounding summary judgment win for a sister suing her brother for misappropriation...

As we enter the final months of 2023, we consider some of the interesting decisions affecting trusts and estates that rounded out the summer season.

Nature or nurture? Some lawsuits become unwise after years of development. Some are just born that way.

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)...