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Dissolution and Restrictive Covenants
Under the Mohawk Maintenance doctrine, named after a case decided by New York’s highest court, the seller of a business including its good will is under an implied covenant not to solicit the seller’s...
View ArticlePartnership Agreement Controls Dissolution Notwithstanding Conversion to...
Individuals and companies have a choice of entities – some requiring more formalities than others – through which to pool their resources and efforts in pursuit of a common business goal. Joint...
View ArticleLawyers Suing Lawyers
A decision last week by New York’s highest court may have registered an uptick on the public’s schadenfreude meter, at least among the portion of the public who hold the legal profession in low esteem...
View ArticleTerminated Member of Professional Corporation is Not Entitled to Statutory...
Professional service corporations are "interesting" and "strange creatures". So says Nassau County Commercial Division Justice Ira B. Warshawsky in an interesting (but not strange) post-trial decision...
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Appellate Court Upholds Denial of Good Will Appraisal in Deadlock Dissolution...
[Full disclosure: The author represented the prevailing shareholder in the dissolution proceeding and appeal discussed below.] After the court orders dissolution of a corporation owned 50/50 by two...
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Neither Statute Nor Public Policy Supports Buyout Right of Terminated...
You’d think lawyers, of all people, would appreciate the importance of having a written agreement when teaming up to form a law firm. If anything, the professional ethics rules guaranteeing the...
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New Decisions of Interest by Nassau County’s Commercial Division Judges
The pictured courthouse in Mineola, New York, is home to the three judges of the Commercial Division of the Nassau County Supreme Court. They are, in order of seniority on the Supreme Court bench,...
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Case Illustrates How Not to Plan for the Death of a Shareholder in a...
The P.C., as in professional service corporation, has been called a "strange creature." The strangeness stems mainly from the statutory restrictions on the voluntary or involuntary transfer of...
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Beware Taxes on Phantom Income When Entering Into Shareholder Buy-Out Agreement
You’re an attorney. It’s the year after you and your client happily settled via buy-out a dissolution case you brought on behalf of a minority shareholder in a close corporation. Your former client...
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Anesthesiology Practice Undergoes “Legal Equivalent of a Proctology Exam” in...
The cringe-worthy phrase, “legal equivalent of a proctology exam,” gained notoriety about ten years ago when its use by an attorney in a pre-litigation demand letter was cited by a federal judge as...
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