In 1986, the legislature amended the statutory buy-out provision in judicial dissolution proceedings to make it harder to revoke an election to purchase. This week’s New York Business Divorce highlights a recent decision by Justice Stephen Bucaria in Matter of Gold, where the court was asked to revoke an election to purchase after the petitioner’s stock interest was valued.
Continue Reading Revoking the Buy-Out Election: It Ain’t Easy
October 2012
Does Waiver Trump Fiduciary Duty? Court of Appeals Hears Argument in Pappas v. Tzolis
By Peter A. Mahler on
The New York Court of Appeals heard oral argument this month of an appeal from the Appellate Division, First Department’s split decision in Pappas v. Tzolis pitting fiduciary duty against contractual waiver in the context of an intra-member buy-out of LLC membership interests. This week’s New York Business Divorce provides highlights of the oral argument and links to the argument’s webcast, the parties’ briefs, and other background materials. …
Continue Reading Does Waiver Trump Fiduciary Duty? Court of Appeals Hears Argument in Pappas v. Tzolis
Too Late Gets Too Little: LLC Minority Member Fails to Block Merger, Must Accept $465 Buy-Out
By Peter A. Mahler on
The historic Bulova watchcase factory in picturesque Sag Harbor, NY, is the focus of a legal battle between co-developers that led to a decision earlier this month upholding a merger that left one of the developers in the cold, holding a check for $465.60 for its interest. Read more in this week’s New York Business Divorce. …
Continue Reading Too Late Gets Too Little: LLC Minority Member Fails to Block Merger, Must Accept $465 Buy-Out
Case Illustrates Power of Constructive Trust to Establish Stock Ownership
By Peter A. Mahler on
The equitable remedy of constructive trust comes to the rescue of a minority shareholder in a family-owned business in Quadrozzi v. Estate of Quadrozzi, decided last week by the Appellate Division, Second Department. It’s in this week’s New York Business Divorce.
Continue Reading Case Illustrates Power of Constructive Trust to Establish Stock Ownership
New Jersey Adopts Revised LLC Act Authorizing Dissolution for Minority Oppression
By Peter A. Mahler on
New Jersey recently became the eighth state to adopt the Revised Uniform Limited Liability Company Act including a new provision authorizing judicial dissolution of LLCs on the ground of oppressive acts by the controllling managers or members and also providing a statutory buy-out remedy, much like the dissolution statutes governing close corporations. For more on the new statute’s background, its provisions, and the surrounding policy debate, read this week’s New York Business Divorce.
…
Continue Reading New Jersey Adopts Revised LLC Act Authorizing Dissolution for Minority Oppression