This week’s New York Business Divorce examines a rare court case at the intersection of business divorce and bankruptcy law, in which the court had to decide whether one of several managing members of an LLC had authority on his own to file a bankruptcy petition on the LLC’s behalf.
Continue Reading Who Gets to Play the Bankruptcy Card Under Your LLC Agreement?
2019
Ambiguous Advancement Provision Favors Former Officer and Director
By Peter A. Mahler on
Posted in Advancement and Indemnification, Delaware
Is a former director and officer entitled to advancement of legal fees incurred in the defense of legal claims asserted against her by the corporation? That was the question decided by VC Glasscock of the Delaware Chancery Court in a case where the corporate charter’s indemnification and advancement provisions were not a model of clarity.
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Can a Deadlock Resolution Provision Cause Deadlock? This One Did
By Peter A. Mahler on
Last week’s decision by Chancellor Bouchard in Acela v. DiFalco involves a flawed deadlock resolution provision in an LLC agreement that not only failed to resolve deadlock, it was exploited by one side to create deadlock. Learn more in this week’s New York Business Divorce.
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How to Initiate a Fair Value Appraisal Proceeding – a Dissenter’s Checklist
By Franklin C. McRoberts on
In this week’s New York Business Divorce, we go step-by-step through a tricky process, confusing to many: the procedures leading up to the commencement of a fair value appraisal proceeding.
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Half-Baked LLC Agreement Yields Improvised Valuation Decision
By Peter A. Mahler on
A rudimentary, “de facto” operating agreement with a cryptic withdrawal/buyout provision predictably set the stage for a unique valuation contest in the Delaware case highlighted in this week’s New York Business Divorce.
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For Want of a Penny: Business Divorce Case Almost Makes it Into Federal Court
By Peter A. Mahler on
Posted in Federal vs. State Court, LLCs
There are many hurdles to bringing a business divorce case in federal court based on diversity of citizenship. This week’s New York Business Divorce examines one case in which the would-be federal litigant almost – but not quite – made it through the door of a federal courthouse.
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Third Time’s Not a Charm in LLC Dissolution Case
By Peter A. Mahler on
The hard-fought business divorce between brothers Nissim and Avraham Kassab makes its fifth appearance in five years with this week’s post highlighting a recent decision by Justice Timothy Dufficy dismissing for the third time Nissim’s effort to dissolve an LLC that owns vacant realty in downtown Jamaica, Queens.
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The Law Firm “Partner”- A Rose by Any Other Name . . .
By Franklin C. McRoberts on
If a Schedule K-1 lists you or your client as a “general partner” and 2% owner of a partnership, is that the end of the story for proving ownership status? This week, we consider that question in the context of a long-running litigation between a well-known insurance litigation firm and its former “partner” over his standing to sue to dissolve the business.
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No Mulligan But No Matter for LLC’s Majority Members After Voluntary Dissolution
By Peter A. Mahler on
This week’s New York Business Divorce features an interesting decision by Commercial Division Justice Lawrence Knipel addressing the standing of the individual members of a dissolved LLC to petition for the winding up of a limited partnership in which the LLC is a majority limited partner.
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Disclosure of Estate Tax Stock Appraisals in Shareholder Disputes
By Peter A. Mahler on
Are stock appraisals done for estate tax purposes discoverable in stock valuation proceedings or other types of shareholder disputes involving the shares of a deceased stockholder or of someone who inherits shares from the estate? A recent appellate decision on the topic is the springboard for this week’s post.
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