April 2014

In a two-member, 50/50 LLC, can Member #1 as sole managing member assert a fiduciary breach claim against non-managing Member #2? Justice Vito DeStefano recently tackled the question in Kalikow v. Shalik, highlighted in this week’s New York Business Divorce. …
Continue Reading Court Dismisses Fiduciary Breach, Contribution Claims Against Non-Managing LLC Member

You won’t want to miss the discussion of Justice Charles Ramos’ recent decision in Serota v. Scimone in this week’s New York Business Divorce involving a family feud triggered by a management agreement given by the late founder of a real estate empire organized as a series of LLCs, that left his two sons with ownership and the title of managing member but with no authority to control or sell the business. …
Continue Reading Father’s Dead-Hand Control of LLCs Frustrates Sons’ Takeover of Realty Empire

Tenant-shareholders in co-op apartments occasionally fall into the same kinds of internal disputes over corporate governance experienced by shareholders in any other kind of closely held corporation. This week’s New York Business Divorce highlights a recently decided battle for board seats among co-owners of a small Manhattan co-op, in which the outcome turned on the court’s construction of arguably out-of-sync provisions in the by-laws and shareholders’ agreement.
Continue Reading Legal Battle Over Board Seats Splits Neighbors in Manhattan Co-op

Justice Stephen Bucaria’s recent decision in PFT Technology LLC v. Wieser is one of only a handful of rulings by New York courts addressing the right to advancement of legal fees in litigation among members of a limited liability company. Learn more in this week’s New York Business Divorce. …
Continue Reading Novel Ruling on Advancement in LLC Dissolution Case “Levels the Playing Field”