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A recent California case may shed light on how New York courts should handle ant-dissolution provisions in LLC agreements.
Continue Reading Does This California Case Bolster the Argument Against Waiver of the Right to Seek Judicial Dissolution of New York LLCs?

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Four sisters. One house. Who owns it?

Today’s case delves into a thorny situation many closely-held family businesses struggle with—proving ownership.

It’s no secret that many closely-held family business do not comply with corporate formalities. In the absence of such formalities, it can be difficult to demonstrate ownership without stock certificates in hand, or other…

In New York civil practice, appeals from non-final orders, called interlocutory appeals, have the awesome power to transform a case before its conclusion, snatching defeat from the jaws of victory, and vice versa. Read about one such instance in this week’s New York Business Divorce.…

Continue Reading Roller Coaster Ride: Interlocutory Appeals in Business Divorce Cases

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A recent Second Department decision confronts the rigid requirements of the BCL and considers whether equity can rescue shareholders who attempt to issue shares beyond those authorized by the certificate of incorporation.…

Continue Reading Over the Limit: Can Equity Trump the Certificate of Incorporation’s Share Cap?

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“Except as otherwise set forth herein” is a common proviso in agreements of all sorts. It can provide clarity. It also can cause dispute, as in the case highlighted in this post.…

Continue Reading A Wolf in Sheep’s Clothing: Shareholder Agreement’s “Except as Otherwise Set Forth Herein” Hands Control of Famed Restaurant to Minority Shareholders

How exclusive is the “exclusive” fair value appraisal remedy of Business Corporation Law § 623? So exclusive, according to the Second Department, that the statute bars a shareholder who consented to an asset sale from suing the other shareholder for making off with the sale proceeds after the closing. Let’s unpack this harsh result in this week’s New York Business Divorce.…

Continue Reading Seller Beware: The “Exclusive” Fair Value Appraisal Remedy Really is Exclusive

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This week’s New York Business Divorce features an intra-family battle concerning the precise contours of admittance as a “full” member of the family business.…

Continue Reading For Embattled Bich Family, “Full Membership” Requires Admittance Without Precondition

A recent decision from one of our favorites, Albany County Commercial Division Justice Richard M. Platkin, is a reminder to would-be assignees of limited partnership interests that without total compliance with the terms and conditions of the partnership agreement, an attempted assignment conveys only economic rights (i.e., the right to distributions, profits, and losses), but not voting or management rights, even if both sides to the assignment genuinely intended transfer of all ownership rights.

Although not an LLC case, the concept of Marini v Marini Realty LP (2025 NY Slip Op 51138[U] [Sup Ct, Albany County July 2, 2025]), applies equally to LLC members: to become a full-blown equity holder with all attendant rights and privileges, compliance with the governing contract (or if none, the default rules under the Partnership Law and Limited Liability Company Law) is essential. Standard language in such contracts requires unanimity for admission of new equity owners. After all, who wants to take on a new partner without one’s consent? Less than total compliance conveys only economic benefits, not voting or management rights.Continue Reading Hoping to Take Assignment of an LP or LLC Interest? Best Read the Contract