A decision last month by Justice Carolyn Demarest, in Novikov v. Oceana Holdings Corp., granted a minority shareholder’s books-and-records petition predicated on the need to investigate possible management misconduct. On the heels of a recent First Department case to similar effect, might this be the start of a trend? Find out more in this week’s New York Business Divorce.
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November 2014
No Meeting, No Vote Required for LLC’s Freeze-Out Merger Approved by Majority’s Written Consents
By Peter A. Mahler on
The statute governing LLC mergers requires a member vote at a meeting to be held on at least 20 days notice. In Slayton v. Highline Stages, LLC, the majority members used written consents in lieu of a meeting to approve a freeze-out merger, which the frozen-out minority member challenged. Did she succeed? Find out in this week’s New York Business Divorce. …
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Squabbling Partners with Piecemeal Adjudications Need Not Apply
By Peter A. Mahler on
Over the last year or so Nassau County Commercial Division Justice Stephen Bucaria has issued a series of decisions in disputes among co-owners of close corporations and LLCs applying the ancient rule of partnership law prohibiting courts from adjudicating such disputes except when dissolution or a final accounting is sought. Learn more about this intriguing development in this week’s New York Business Divorce. …
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Court Construes Member Expulsion Provision in LLC Agreement
By Peter A. Mahler on
There’s sure to be fireworks — or at least litigation — when one of two 50% members of an LLC attempts to terminate the other for wrongful conduct as vaguely defined in the LLC agreement, as illustrated in an appellate ruling last month in Harker v. Guyther, featured in this week’s New York Business Divorce.
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Restaurant’s Cash-Skimming Majority Owners Forced to Buy Out Minority Shareholder or Face Dissolution
On the heels of the Zelouf and AriZona Iced Tea cases, this week’s New York Business Divorce highlights yet another interesting fair value contest, decided by Justice Carolyn Demarest, involving a battle of forensic accounting and valuation experts over the alleged skimming of millions in cash receipts at a restaurant. …
Continue Reading Restaurant’s Cash-Skimming Majority Owners Forced to Buy Out Minority Shareholder or Face Dissolution