Common-law dissolution requires “egregious” conduct by the majority, but what constitutes egregious conduct? Read this week’s New York Business Divorce to find out how one Manhattan judge recently defined it.
Continue Reading Non-Egregiously Aggrieved Minority Shareholder Can’t Sue for Common-Law Dissolution
Bad Faith Defense Gets Boost in LLC Dissolution Case
The bad faith defense has been recognized in close corporation dissolution cases involving both minority shareholder oppression and shareholder deadlock. How about LLC dissolution? This week’s New York Business Divorce looks at a recent Tennessee court’s decision upholding the defense in a dissolution case involving a Delaware LLC with two 50/50 members.
Continue Reading Bad Faith Defense Gets Boost in LLC Dissolution Case
Conflict in the Family-Owned Business: Interview With Professor Benjamin Means
Business divorce on steroids. That’s how I describe the tenor of litigation that can erupt when members of a family-owned business have a falling out.
No one has devoted more scholarship to the challenging intersection of law and conflict in the family-owned business than Benjamin Means, Associate Professor of Law at the University of South Carolina School of Law.
Longtime readers of this blog may recall a two-part online interview of Ben that I posted a few years ago (read here and here), in which he answered a series of questions about his groundbreaking law review article entitled Non-Market Values in the Family Business. The article uses social science and expansive notions of contractual relations in advocating for courts to give greater weight to what he calls “family values” in adjudicating corporate dissolution and other disputes among shareholder-members of the same family.
Continue Reading Conflict in the Family-Owned Business: Interview With Professor Benjamin Means
When Will Then Be Now? Court Construes LLC Agreement’s Advancement Provision With An Assist From Spaceballs
This week’s New York Business Divorce goes to the movies, sort of, as it looks at a recent Delaware Chancery Court decision granting a former LLC manager’s claim for advancement of legal expenses, in which the court drew comparison between the defendant’s losing argument and a scene from the Mel Brooks film Spaceballs.
Continue Reading When Will Then Be Now? Court Construes LLC Agreement’s Advancement Provision With An Assist From Spaceballs