This week’s New York Business Divorce offers a courtside view of the oral argument earlier this month in Roni LLC v. Arfa, in which NY’s highest court will decide whether organizers (“promoters”) of limited liability companies owe a fiduciary duty of disclosure to prospective investors-members.
Continue Reading NY’s Top Court Hears Argument on LLC Promoter Liability
November 2011
Freeze-Out Merger and the Limited Liability Company
By Peter A. Mahler on
Freeze-out mergers are well known in the corporate venue, but did you know they can also be used for limited liability companies, and that they can trigger appraisal rights? This week’s New York Business Divorce examines a decision by Manhattan Commercial Division Justice Charles Ramos in a rare lawsuit prompted by an LLC freeze-out merger.
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Corporate Reorganization to Bring in New Majority Owner Triggers Dissenting Shareholder Appraisal Rights
By Peter A. Mahler on
Posted in Dissenting Shareholder Appraisal
A decision earlier this month by Manhattan Commercial Division Justice Bernard Fried in Barasch v. Williams Real Estate Co. analyzes dissenting shareholder appraisal rights in a complex corporate reorganization that resulted in a new majority owner of a major real estate brokerage firm. This week’s New York Business Divorce has the story.
DON’T MISS TOMORROW MORNING’S CLE PROGRAM AT THE LONG ISLAND MARRIOTT ON DRAFTING ORGANIZATIONAL DOCUMENTS FOR LIMITED LIABILITY COMPANIES, AT WHICH I’LL BE PRESENTING ON “LESSONS FROM THE LITIGATION TRENCHES”. FOR MORE INFORMATION, SEE TODAY’S POSTING OR CALL 1-800-582-2452.
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Continue Reading Corporate Reorganization to Bring in New Majority Owner Triggers Dissenting Shareholder Appraisal Rights
Judges Thinking Outside the LLC Dissolution Box
By Peter A. Mahler on
This week’s New York Business Divorce looks at two recent decisions by Justices Stephen Bucaria and Emily Pines granting “outside the box” remedies in LLC dissolution cases, one involving buyout and the other involving appointment of a temporary receiver to act as monitor of financial records.
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Continue Reading Judges Thinking Outside the LLC Dissolution Box