Is an LLC a nominal party in dissolution proceedings such that its citizenship can be ignored for purposes of securing diversity jurisdiction in federal court? Get the answer in this week’s New York Business Divorce.
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2019
The Perils of Indeterminate LLC Membership Interests
By Peter A. Mahler on
What do you get when you combine LLC membership interests determined by variable capital accounts with an off-the-shelf form operating agreement? Litigation, of course! Get the story in this week’s New York Business Divorce.
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Post-Valuation Date Distributions: Should They Be Credited Against Fair Value Awards?
By Peter A. Mahler on
Posted in Valuation
Should the fair value award in a judicial dissolution proceeding, following the respondent’s election to purchase and an appraisal proceeding, be reduced by post-valuation date shareholder distributions? Find out in this week’s New York Business Divorce.
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Lawyer Says, “I’m Not a Partner, No Wait, I am a Partner!” Which is It?
By Franklin C. McRoberts on
Posted in Partnerships
Law firms see more than their fair share of business divorce litigation. But what are the chances of lightning striking twice? In this week’s New York Business Divorce, read about a fascinating, post-trial decision in which an upstate law firm endured a bitter partnership breakup for the second time in a decade, with the same partner taking the opposite position in each lawsuit.
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Chicken Sh*t Bingo Fans Rejoice: The Dragpipe Saloon Survives a Dissolution Scare
By Peter A. Mahler on
This week’s New York Business Divorce travels to South Dakota whose Supreme Court recently issued a noteworthy decision denying judicial dissolution of a single-asset realty holding LLC that primarily operated a bar and camping facility for only 10 days each year during the Sturgis Motorcycle Rally.
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A Transactional Lawyer’s Approach to Resolving Business Divorce: Podcast Interview with Steve Robinson
By Peter A. Mahler on
Posted in Podcasts and Video
This week’s New York Business Divorce features my latest interview on the Business Divorce Roundtable podcast with Steve Robinson, a Texas lawyer and blogger who employs his experience as a corporate/transactional lawyer to help clients resolve business divorce matters. …
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Pave Paradise, Put Up a Purposeful Parking Lot
By Peter A. Mahler on
This week’s New York Business Divorce visits the Bluegrass State for an interesting appellate ruling in an LLC dissolution case concerning the operating agreement’s purpose clause.
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Business Divorce in the Surrogate’s Court
By Franklin C. McRoberts on
In this week’s New York Business Divorce, we consider an interesting question raised by the occasional overlap of two niche areas of law practice: the jurisdictional power of New York’s probate courts to resolve business divorce disputes.
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Court Looks to Partnership Law in Ruling Against Petitioner’s Status as LLC Member
By Peter A. Mahler on
Courtesy of a recent decision by Brooklyn Supreme Court Justice Leon Ruchelsman, this week’s New York Business Divorce examines a case in which the court dismissed a petition for judicial dissolution of an LLC after finding that the petitioner failed to show he possessed a membership interest.
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Statute Trumps LLC Agreement’s Voting Rights Provision in Dispute Over Manager’s Removal
By Peter A. Mahler on
This week’s New York Business Divorce examines a highly interesting appellate opinion in a California case centering on whether the operating agreement required unanimous member approval to remove the designated managing member.
Continue Reading Statute Trumps LLC Agreement’s Voting Rights Provision in Dispute Over Manager’s Removal