This week’s New York Business Divorce features an interesting decision by Justice Stephen Bucaria addressing the attorney-client privilege concerning company counsel in a dispute between membership factions of an LLC. Don’t miss it.
Continue Reading Obtaining Discovery of the Company Lawyer in Business Divorce Cases: Privileged or Not?
July 2012
Court Upholds LLC Manager’s Broad Discretion Under Operating Agreement to Determine Member’s Profit Share
By Peter A. Mahler on
Posted in Expulsion and Removal, Operating Agreement
A Manhattan panel of appellate judges last month enforced an LLC operating agreement’s provision giving the manager sole discretion — even at his “whimsy” or “impetuously” said the court — to determine a member’s sharing ratio of the firm’s profits. It’s worth reading in this week’s New York Business Divorce.
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Continue Reading Court Upholds LLC Manager’s Broad Discretion Under Operating Agreement to Determine Member’s Profit Share
The Court’s Equitable Power to Remove and Replace a Limited Partnership’s General Partner
By Peter A. Mahler on
Posted in Expulsion and Removal, Partnerships
Equitable remedy trumps pick-your-partner, is one way to describe the outcome in Garber v. Stevens, decided last month by Justice Eileen Bransten, who granted a motion by limited partners to remove the wrongdoing general partners of a real estate limited partnership and replace them with an LLC wholly owned by the limited partners. Read more about this unusual case in this week’s New York Business Divorce.
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Continue Reading The Court’s Equitable Power to Remove and Replace a Limited Partnership’s General Partner
Court Compels Buyout Despite Consent to Dissolution
By Peter A. Mahler on
In an unusual corporate dissolution case involving 50/50 shareholders decided last month by Justice Emily Pines, the court compelled a buyout of the petitioner’s shares by the other shareholder notwithstanding the latter’s consent to dissolution. Get the full story in this week’s New York Business Divorce.
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Continue Reading Court Compels Buyout Despite Consent to Dissolution
Unclean Hands Defense Defeats Petitioner’s Shareholder Status in Corporate Dissolution Suit
By Peter A. Mahler on
The doctrine of “unclean hands” played a decisive role in a recent decision by Justice Emily Pines in Kimelstein v. Kimelstein, in which the court dismissed a dissolution petition brought by someone who admitted that he never formalized his stock interest to keep it hidden from his ex-wives and the government. It’s in this week’s New York Business Divorce.
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Continue Reading Unclean Hands Defense Defeats Petitioner’s Shareholder Status in Corporate Dissolution Suit