A recent decision by Justice Martin Ritholtz addresses a novel claim by one of two 50% LLC members for breach of fiduciary duty by a non-member designated by the operating agreement as tie-breaker to resolve member deadlock. It’s in this week’s New York Business Divorce.
Continue Reading She’s a Tie-Breaker, She’s a Risk Taker
November 2016
Court Finds No Breach of Operating Agreement, No Basis to Enjoin LLC Freeze-Out Merger
By Peter A. Mahler on
The LLC freeze-out merger has been referred to by one scholar as “hidden statutory expulsion.” In a decision last month featured in this week’s New York Business Divorce, Manhattan Commercial Division Justice Charles Ramos refused to enjoin a freeze-out merger challenged by minority members of an LLC who claimed that it violated the LLC’s operating agreement.
Continue Reading Court Finds No Breach of Operating Agreement, No Basis to Enjoin LLC Freeze-Out Merger
Courts Expand Books and Records Access for Condo Owners
By Peter A. Mahler on
Posted in Access to Books and Records, Co-ops and Condos
Do unit holders in condominiums, organized as unincorporated associations, have the right to inspect books and records maintained by the condo’s board of managers? Find out in this week’s New York Business Divorce which highlights a number of recent court decisions on the subject.
Continue Reading Courts Expand Books and Records Access for Condo Owners
Optimizing Value in a Marital Business Divorce
By Peter A. Mahler on
The double whammy of a marital divorce of spouses who also co-own a closely held business — or are deemed to co-own the business in community property states — can be avoided throtugh creative and careful business and legal planning, says Dallas attorney Ladd Hirsch in an engaging interview for the Business Divorce Roundtable podcast, highlighted in this week’s New York Business Divorce.
Continue Reading Optimizing Value in a Marital Business Divorce