Business Entity Dissolution

By:  Jeffrey M. Haber In today’s article, we examine Epstein v. Cantor , 2025 N.Y. Slip Op. 06989 (2d Dept. Dec. 17, 2025) ( Epstein I ), and Epstein v. Cantor , 2025 N.Y. Slip Op. 06990 (Dec. 17, 2025) ( Epstein II ) (collectively, Epstein ), related cases involving, among other things, New York’s partnership law. Epstein centered on whether Cantor, Epstein & Mazzola, LLP (CEM) was a partnership and whether Epstein was a partner in the firm. Cantor argued that Epstein lacke

By: Jeffrey M. Haber Today, we examine familiar principles of contract interpretation, as well as the requirements for judicial dissolution of a partnership.  The Rules of Contract Interpretation It is well-settled in New York that the “‘fundamental, neutral precept of contract interpretation is that agreements are construed in accord with the parties’ intent<,> ’ and ‘ he best evidence of what parties to a written agreement intend is what they say in their writing.’” “‘The

By: Jeffrey M. Haber An operating agreement is the primary document that establishes the rights, powers, duties, liabilities, and obligations of the members of a limited liability company (“LLC”) between themselves and with respect to the company. The purpose of the document is to govern the internal operations of an LLC in a way that addresses the needs of the company’s owners (also known as “members”). Notwithstanding its importance, not every state requires an LLC to have

By: Jeffrey M. Haber Section 1104 of the Business Corporation Law (“BCL”) grants a court the power to order the dissolution of a corporation “when the holders of shares representing one-half of the votes of all outstanding shares of a corporation entitled to vote in an election of directors,” 1 establish 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 or that “th

New York’s Business Corporation Law (“BCL”) provides shareholders owning 50% or more of a corporation two paths to judicial dissolution: a) BCL § 1104 – deadlock at the board or shareholder level such that the corporation “cannot continue to function effectively, and no alternative exists but dissolution”; or b) BCL § 1104-a – where directors or those in control of the corporation have been guilty of illegal, fraudulent or oppressive actions toward the complaining shareholder