Case Studies in Closely Held Company Disputes
New York High Court Addresses Three Key Issues Surrounding Unilateral Dissolution of a Partnership by a Partner
New York High Court Addresses Three Key Issues Surrounding Unilateral Dissolution of a Partnership by a Partner…
Delaware Chancery Court Highlights the Power of a 50% Shareholder
In Feldman v. YIDL Trust, No. 2017-0253-AGB, 2018 WL 1151797 (Del. Ch. Mar. 5, 2018), the Delaware Court of Chancery ordered the dissolution of Royston, Inc. over the objections of one 50% shareholder which argued that it was defrauded by the other 50% shareholder.…
Northern District of Illinois Holds That Health Problems and Domination of Affairs Does Not Rise to Automatic Dissociation Under Illinois LLC Act
In Brodsky v. Blake, Case No. 17-cv-5222, 2018 WL 1138539 (N.D. Ill. March 2, 2018), the Northern District of Illinois rejected Plaintiff Gregory Brodsky’s argument that fellow limited liability company (LLC) member Anthony Blake was automatically dissociated from the LLC because of his health problems and his wife’s domination of his affairs…
Illinois Appellate Court Finds Cause Required For Expulsion From LLC
Plaintiff Michelle McManus began working at Anne Richards’s orthodontics practice, Quad City Orthodontic Group, LLC, as an associate in 2010. On January 1, 2012, McManus and Richards entered into an operating agreement relating to the practice. The operating agreement provided that Richards, the sole owner of the practice, would sell a 50% membership interest to McManus over a five-year period. ……
New York Supreme Court Illustrates What Not To Do When You Want A Business Divorce
Stavroulakis v. Pelakanos, 58 Misc. 3d 1221(A) (N.Y. Sup. Ct. 2018), begins with a scenario familiar to anyone who frequently deals with business divorces.…
Illinois First District Reverses Merger-Halting TRO, Citing Business Corporation Act’s Dissenters’ Rights
In Loftus v. Zorch International, Inc., 2018 IL App. (1st) 180169-U, the Illinois First District Appellate Court reversed the circuit court’s temporary restraining order (TRO) preventing a corporate merger from proceeding.…
Delaware Court of Chancery Rejects Books and Records Request Crafted by Counsel Rather than Shareholder
Section 220 of the Delaware General Corporation Law authorizes a stockholder to demand to inspect a corporation’s books and records for any proper purpose. 8 Del. Code § 220. The statute defines a “proper purpose” as “a purpose reasonably related to such person’s interest as a stockholder.…
Illinois Supreme Court Confirms Significant Limitations on Corporate Personal Jurisdiction Post-Daimler AG, Illinois Appellate Court Follows Suit
In Aspen American Insurance Co. v. Interstate Warehousing, Inc., 2017 IL 121281, the Illinois Supreme Court made clear that the United States Supreme Court’s decision in Daimler AG v. Bauman, 571 U.S. 117 (2014) substantially narrowed the scope of general personal jurisdiction over corporate defendants in Illinois. …
Illinois Appellate Court finds Building Contractor is Without Legal Capacity to Bring Counterclaims 3 1/2 years after Dissolution
In Sienna Court Condominium Assoc. v. Champion Aluminum Corp., 2017 IL App. (1st) 143364, the Illinois First District Appellate Court determined that the “reasonable” time limitation applied to the right to participate in litigation and that 3 ½ years after dissolution was too long to wait before an LLC filed counterclaims.…