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Business Litigation
- Factors to Consider for your NY or NJ Partnership Agreement
- Quality Pleadings are Important If you are Involved in a New York Business Dispute
- Corporate Dissolution a Critical Tool for Small Business Owners Faced with a "Partnership Dispute" with a Controlling Shareholder
- Partnership Disputes in New York and New Jersey
- Factors to Consider When Hiring a Business Lawyer in New York or New Jersey
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Business Litigation
- Factors to Consider when Dealing with a Partnership or Shareholder Dispute in New Jersey
- New York Partnership Disputes: Fiduciary Duties and Obligations Between Partners and Shareholders
- Preliminary Injunctions and Temporary Restraints in New York and New Jersey
- The Significance of "Liquidated Damages" Provisions and How to Defend them in Litigation
- "Promissory Fraud" and Its Significance in Business Disputes in New York
Grounds for Dissolution of a New York Corporation: Dissolution by Fifty Percent Shareholder when Faced with Director or Shareholder Deadlock
If you are the owner of a small closely held corporation in New York and are faced with a dispute with your partners and a "corporate deadlock" it is critical that you understand your legal rights under New York law.
Important factors that you must evaluate and discuss with your business lawyer include:
- Initial Corporate Agreements are Critical. Your legal rights as a shareholder, officer and director will be impacted by the terms, if any, of your shareholder agreements, by-laws and certificate of incorporation. In many instances these documents may expand or limit the legal rights that might otherwise be available to you under New York law.
- Director/Shareholder Deadlock: Grounds for Dissolution. Pursuant to section 1104(a) of the New York Business Corporation Law if you are a fifty percent (50%) shareholder you may petition the court to dissolve your New York corporation based on one of the following grounds:
(1) That the directors are so divided respecting the management of the corporation's affairs that the votes
required for action by the board cannot be obtained.
(2) That the shareholders are so divided the the votes required for the election of directors cannot be
obtained.
(3) That there is internal dissention and two or more factions of shareholders are so divided that dissolution
would be beneficial to the shareholders.
When faced with shareholder disputes and situations of corporate deadlock, the dissolution rights provided under New York law serves as a critical vehicle to protect your overall equity ownership interests and rights.
Charles N. Internicola is an accomplished New York and New Jersey business litigation attorney who represents and defends the business interests of his clients in lawsuits involving business disputes, partnership disputes, trademark infringement and unfair competition. If you are involved in a business dispute and require the services of a seasoned business litigation attorney in New York or New Jersey, contact Charles N. Internicola, to discuss the litigation services that he offers. As a business attorney, Charles is the author of "An Entrepreneurs Guide to Purchasing a Business" and he is the publisher of the "New York Franchise Law Blog".
IMPORTANT DISCLAIMER: The information contained on this website is provided for general educational purposes only, should not be relied on as legal advice and does not serve to create an attorney client relationship. In utilizing this website you acknowledge that there is no attorney client relationship between you and Charles N. Internicola, Esq. and that the information contained on this site does not and cannot serve as a replacement for the competent legal advice of a licensed attorney in your state. The content of this website is subject to the Copyright of its author, Charles N. Internicola, Esq.
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