September 2008

The Court of Appeals in Tzolis v. Wolff authorized derivative suits on behalf of LLCs. This week’s New York Business Divorce looks at two post-Tzolis lower court decisions addressing pre-action demand and contemporaneous ownership requirements for such suits.
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Continue Reading Post-Tzolis Rulings Address Demand and Contemporaneous Ownership Requirements for LLC Derivative Actions

When husband and wife hold shares as joint tenants with right of survivorship, can one of them seek corporate dissolution without joining the other? Get the answer in this week’s New York Business Divorce.
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Continue Reading Spouses Holding Shares as Joint Tenants Must Jointly Petition for Corporate Dissolution

It’s the perfect LLC storm: Accusations by the minority member of overreaching and breach of fiduciary duty by the controlling members, no operating agreement, and an LLC statute that affords neither party a judicial means of achieving the separation they each want. Read about it in this week’s New York Business Divorce.
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Continue Reading A Case of Mutual Frustration: Minority Member of LLC Can’t Compel Dissolution, Majority Can’t Compel Buyout

Matter of Youngwall, in which Justice Stephen Bucaria last March dissolved an unprofitable LLC owned by two brothers, makes another appearance in this week’s New York Business Divorce, this time focusing on the court’s recent decision denying a motion for reconsideration.
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Continue Reading Further Thoughts on Youngwall and Judicial Dissolution of the Unprofitable LLC

Two courts, one in Delaware and the other in New York, are asked to enforce operating agreements waiving the right to seek judicial dissolution of an LLC. Only one of them says “yes.” Can you guess which one? Get the answer in this week’s New York Business Divorce.
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Continue Reading WWDD (What Would Delaware Do) With an In Terrorem LLC Dissolution Waiver Clause?