Business Dissolutions: What You Must Know Before Suing Your Business Partner

Ronald C. Minkoff | Frankfurt Kurnit Klein & Selz PC

Ronald C. Minkoff is a partner in the Litigation Group and Chair of the Professional Responsibility Group. Mr. Minkoff is one of New York State’s leading practitioners in the field of attorney ethics and professional responsibility, representing attorneys in a wide variety of matters including law firm partnership agreements, attorney departures and lateral hires, attorney discipline cases, legal fee disputes and legal malpractice and professional liability cases on behalf of both plaintiffs and defendants. He also provides ethics opinions and advice to a wide variety of law firm clients. He often serves as an expert witness in legal malpractice lawsuits and attorneys’ fees disputes.

Mr. Minkoff is a member of several Bar Ethics Committees, including the Committee on Standards of Attorney Conduct (COSAC) and the Committee on Attorney Professionalism of the New York State Bar Association. He is also the Treasurer of the New York County Lawyers’ Association, Co-Chair of NYCLA’s Task Force on Professionalism, a member of the American Bar Association Standing Committee on the Delivery of Legal Services, and a past President of the Association of Professional Responsibility Lawyers. He has written extensively for the New York Professional Responsibility Report, The Professional Lawyer, The New York Law Journal, and other publications. Mr. Minkoff is the former co-Managing Editor of the New York Legal Ethics Reporter and author of Lexology’s New York Professional Negligence Navigator. He has taught Professional Responsibility at Columbia University School of Law, New York University School of Law, Fordham Law School, Brooklyn Law School and Benjamin N. Cardozo School of Law. He is a frequent lecturer on the law of lawyering.

In addition, Mr. Minkoff represents businesses and individual professionals and executives in a wide variety of commercial litigation, including business break-ups, securities lawsuits, and domestic and international trade disputes. He has over 30 years of experience representing law firm partners and law firms in partnership formations, partnership disputes, lateral transitions and law-firm dissolutions. And he represents an internationally known petrochemist in an oil and gas venture dispute. Mr. Minkoff was a member of Chief Judge Lippman’s Task Force on Commercial Litigation in the 21st Century. He is on the Executive Committee of the New York State Bar Association.

Mr. Minkoff was named Best Lawyers in America’s 2019 “Lawyer of the Year” in Legal Malpractice Law – Defendants and 2011 and 2024 “New York Ethics and Professional Responsibility Lawyer of the Year.” He is also recognized by Best Lawyers for his work in Commercial Litigation. He has been named a New Yorkarea “Super Lawyer” for Professional Liability: Defense Work and Business Litigation by Super Lawyers magazine for eighteen consecutive years.

Caren Decter | Frankfurt Kurnit Klein & Selz PC

Caren Decter is a partner in the Litigation Group, with nearly 20 years of experience representing clients in the advertising, art, consumer goods, and media and entertainment industries on intellectual property and complex contractual disputes, as well as consumer class actions and white collar criminal matters. She is recognized by Best Lawyers in America (2024 2025), The Legal 500 (2024), and Super Lawyers (2021-2023) as a leading lawyer in her field.

Clients benefit from her skill in managing complex litigation aggressively and efficiently, as well as her responsiveness and ability to forge creative solutions to complicated problems before they grow into drawn-out litigation.

Ms. Decter takes on significant pro bono matters. The Anti-Defamation League awarded Ms. Decter and several of her colleagues the Edward Brodsky Founders Award in recognition of their work on an amicus brief arguing against President Trump’s travel ban. Ms. Decter is on the Board of Directors for the New York County Lawyers Association Foundation and a member of the Federal Courts Committee of the NYC Bar Association. Prior to joining Frankfurt Kurnit, Ms. Decter was an attorney with Willkie Farr & Gallagher LLP, where she represented clients in complex commercial litigations. She also clerked for the Honorable Colleen McMahon, Judge of the United States District Court for the Southern District of New York.

She is admitted to practice in New York and New Jersey, and the federal courts in the Southern and Eastern Districts of New York, the District of New Jersey, the United States Court of Appeals for the Second Circuit, and the United States Supreme Court.

Jonathan D. Lupkin | Rottenstreich Farley Bronstein Fisher Potter Hodas LLP

Jonathan D. Lupkin is a litigator and trial lawyer with over 30 years of experience; he has been named by SuperLawyers® as one of the “Top 100” attorneys in the New York Metropolitan area for eleven years in a row, across all practice areas. He has tried complex jury and non-jury cases in state and federal court and is an experienced and savvy advocate in the alternate dispute resolution arena. Jonathan’s reputation for skill and integrity is unmatched, as reflected in his appointment to an extraordinary range of important leadership positions by his peers and the judiciary. As a leader of the organized bar in New York, Jonathan has served as Chair of the Commercial and Federal Litigation Section of the New York State Bar Association, a position previously held by four federal judges (three current and one former), the former general counsel of a major New York City performing arts institution, and senior partners at some of the nation’s largest law firms. In addition, New York’s former Chief Judge Jonathan Lippman appointed Jonathan to the Commercial Division Advisory Council, a permanent body created by the Chief Judge to advise on all matters, statewide, involving and surrounding the Commercial Division. Since his appointment, Jonathan has been named co-chair of the Subcommittee on Procedural Rules to Promote Efficient Case Resolution and has taken on the role of principal drafter for several of the amendments to the Statewide Rules of the Commercial Division.

Jonathan’s practice is extraordinarily diverse. Serving a broad array of clients in New York, throughout the United States and overseas, Jonathan has a decades-long track record of resolving the thorniest and most complex disputes in commercial banking, real estate, partnership disputes and dissolution, securities, derivatives, and attorney malpractice and other professional liability. Jonathan also handles the defense of white-collar professionals, corporate executives, and others in criminal and quasi criminal investigations and prosecutions, and has conducted internal investigations.

Jonathan has lectured extensively on trial and appellate practice and serves as the moderator of a yearly panel discussion with the Commercial Division Justices of New York County. He has served as an instructor for the National Institute for Trial Advocacy and the New York State Bar Association’s Commercial Litigation Academy. He has also served on numerous other CLE panels, including: “The Trial of a Commercial Case: Successful Techniques and Tactics,” “Trying Your First Non-Jury Case and Preserving Issues for Appeal: The Mechanics for Success,” “CIVIL RICO: Legal Overview & Tactical Considerations,” “Civil Appeals: Strategies and Process in the New York Court,” “Recent Developments in Civil Practice: CPLR and Evidence,” and “Trial of a Civil Case in Federal Court.” In 2003 and again in 2008, Jonathan participated in presentations given to the Justices of the Commercial Division at the New York State Judicial Institute at Pace University. In 2016, at the request of the New York State Office of Court Administration, Jonathan served on a CLE panel regarding the recent amendments to the Statewide Rules of the Commercial Division; the 2-part  program is available on OCA’s intranet system.

Jonathan graduated from Columbia College in 1989 with a B.A. in comparative religion and from the Columbia University School of Law with his J.D. in 1992. He served as Notes and Comments Editor and a member of the Administrative Board for the Columbia Law Review and was named by the law school as a Harlan Fiske Stone Scholar.

Immediately after graduating from law school, Jonathan served as Law Clerk to the Honorable Edward R. Korman, United States District Judge for the Eastern District of New York.

I. Properly identifying your client in a business break-up | 1:30pm – 2:00pm

II. Understanding the differences between different entities (partnerships, LLCs, corporations) in this context | 2:00pm – 2:30pm

Break | 2:30pm – 2:40pm

III. Addressing non-compete and non-solicit agreements | 2:40pm – 3:10pm

IV. Developing a dissolution plan | 3:10pm – 3:40pm