Earlier this year, using as a springboard the Maryland intermediate appellate court’s decision in Eastland Food Corp. v Mekhaya, I posted about a topic on which there’s little or no New York law, viz., whether a complaint for minority shareholder oppression stated a valid claim centered on allegations that the directors/majority shareholders, instead of declaring profit distributions for all shareholders, were taking disguised distributions in… [read post]

Eastland Food Corp. v Mekhaya Eastland, decided by Maryland’s Supreme Court, addresses a frequent issue in New York business divorce cases but on which there is little case-law guidance: Do allegations that the controlling shareholders are taking disguised distributions in the form of salary and bonus (a) support a claim for minority shareholder oppression, and (b) support a direct claim for breach of fiduciary duty or unjust enrichment? … [read post]