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ARTICLE · 12 NOVEMBER 2026

Phantom Income, Oppression, And Common-Law Dissolution

When a majority shareholder refuses to make tax distributions to cover phantom income and allegedly attempts to squeeze out minority owners by offering to buy their shares at a discount, does this constitute oppression justifying corporate dissolution? A New York Supreme Court decision examines whether withholding distributions as part of a broader pattern of minority prejudice can support a common-law dissolution claim.

United StatesCorporate/Commercial Law

In lower Manhattan, at the bottom of Foley Square, deep within the corridors of 60 Centre Street, there is a Part. It is a general I.A.S. Part. But it appears much like a Commercial Division Part.

Presided over for many years by the Hon. Gerald Lebovits, General I.A.S. Part 7 captures much of Manhattan Supreme Court’s inventory of commercial legal disputes that, for one reason or another, do not find their way into the Commercial Division.

Perhaps a commercial case happens to fall below the Manhattan Commercial Division’s current jurisdictional threshold of $500,000. Perhaps it is a coverage dispute involving an insurance product for which the Commercial Division rules do not provide jurisdiction. A leasing dispute. A lending dispute. A foreclosure case. A construction litigation. A condominium dispute. A professional liability claim arising out of an underlying business deal. Perhaps a legacy case that would fall within the Commercial Division’s jurisdictional rules today but did

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