Is a “Management Member” of an LLC, who holds only an economic interest, a “Member” for purposes of demanding access to the LLC’s books and records? Justice Shirley Werner Kornreich, applying Delaware law, closely examined the operating agreement in upholding inspection rights, as explained in this week’s New York Business Divorce.
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2017
Court Defines “True Deadlock”
By Peter A. Mahler on
The Supreme Court of Massachusetts recently formulated a useful, four-factor test for “true deadlock” in corporate dissolution cases. Learn more in this week’s New York Business Divorce.
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LLC’s Purpose Being Achieved? Business Doing Fine? Good Luck Getting Judicial Dissolution
By Franklin C. McRoberts on
A minority member of an LLC that operates a Manhattan restaurant learned how tough it can be to get judicial dissolution of a financially sound LLC that’s achieving its intended purpose, notwithstanding allegations of majority oppression. It’s in this week’s New York Business Divorce.
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Read This Case. Slap Your Head. Not Too Hard.
By Peter A. Mahler on
Did the parties get it wrong, or the judge, or both in Verkhoglyad v Benimovich, in which the court let proceed a claim to dissolve a foreign business entity and refused to enforce forum selection and pre-suit mediation clauses in the operating agreement of a New Jersey LLC. Learn more in this week’s New York Business Divorce. …
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Don’t Let the Deal Get Ahead of the Documents
By Peter A. Mahler on
Eagle Force v. Campbell, decided earlier this month by the Delaware Chancery Court, is a fascinating cautionary tale of the perils of signing and then trying to enforce incomplete business formation agreements. Get the story in this week’s New York Business Divorce.
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Business Divorce Stories: Podcast Interviews with Business Appraiser Tony Cotrupe and Attorney Jeffrey Eilender
Business Divorce Stories is the title of the latest episode of the Business Divorce Roundtable podcast highlighted in this week’s post, featuring short interviews with business appraiser Tony Cotrupe and attorney Jeffrey Eilender sharing their first-hand accounts of business divorce cases involving break-ups of two businesses, each co-owned by a pair of brothers. …
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Superstorm Sandy Unable to Wash Away Sin of Contempt
By Franklin C. McRoberts on
Posted in Liquidation, Receivership
Corporation dissolved. Receiver appointed. Missing inventory. Contempt application. Blame it on Superstorm Sandy? Frank McRoberts explains in this week’s New York Business Divorce.
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Summer Shorts: Three Must-Read Decisions
This 7th annual edition of Summer Shorts presents brief commentary on three must-read decisions in business divorce cases involving the use of special litigation committees in derivative actions by LLC members; dissolution of a family-owned real estate holding corporation and LLC; and a Delaware case in which Chancery Court ordered dissolution of a deadlocked LLC co-owned by celebrity chef Gordon Ramsay. …
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Does Your LLC Agreement Have a Purposeless Purpose Clause?
By Peter A. Mahler on
Did the Appellate Division, Second Department, throw us a curve ball in its decision last week in Mace v. Tunick, reinstating an LLC dissolution complaint based on its finding that the operating agreement’s purpose clause, authorizing the LLC to engage in “any lawful business,” did not set forth “any particular purpose”? Learn more about this important development in this week’s New York Business Divorce. …
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And the Award For Most Oppressive Conduct By a Majority Shareholder Goes to . . .
Minority shareholder oppression on steroids is one way to describe what happened in Matter of Twin Bay Village, Inc., in which an upstate appellate panel recently affirmed an order dissolving the corporation and setting aside a stock issuance that diluted the minority shareholders. Learn more in this week’s New York Business Divorce.
Continue Reading And the Award For Most Oppressive Conduct By a Majority Shareholder Goes to . . .