Berkman Henoch Obtains Order Granting Shareholder’s Petition Seeking Judicial Dissolution Under Section 1104 of the New York Business Corporation Law


20 October, 2022


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Berkman Henoch represented a 50% shareholder in her action seeking judicial dissolution of a closely held corporation.  Though the corporation’s other 50% shareholder vehemently opposed dissolution, the Firm’s Litigation Department successfully sought and obtained summary judgment on behalf of the petitioning shareholder and an order from the Court granting her petition for dissolution pursuant to Section 1104 of the Business Corporation Law.

In rendering his decision, Justice Timothy Driscoll of the Supreme Court, Nassau County observed, among other things, that the “petitioner has carried its burden of pointing to undisputed facts that the two shareholders are so divided that dissolution would be beneficial to the shareholders thereby satisfying 1104(a)(3).  Indeed, the evidence submitted by petitioner, including, the affidavit of petitioner . . . is replete with examples of deadlock . . . This includes the failure of the shareholders to meet . . . and the utter lack of discussion of the corporation’s business and finances.”  The Court further determined that as the “legions of cases at the trial and appellate level have made clear, the division and disagreement among and between [shareholders] is a classic example of deadlock to warrant dissolution of the corporation.”

The petitioning shareholder was represented by Joseph E. Macy, Esq. and Nicholas S. Tuffarelli, Esq. – members of Berkman Henoch’s Litigation Department.

A copy of the transcript: Transcript of Court’s Oral Ruling Granting Summary Judgment and Dissolving Closely Held Corporation