This week’s New York Business Divorce highlights a noteworthy case in which, following the death of a 50% shareholder, dysfunctional buy-sell agreements led to multi-front shareholder litigation in state and federal courts.
Continue Reading Buy-Sell Agreements Are Supposed to Deter Litigation, Not Foment It
April 2020
Turmoil Follows Involuntary Transfers of LLC Membership Interests
By Peter A. Mahler on
The typical dispute among LLC members over membership interest transfers involves voluntary assignments or testamentary dispositions. This week’s New York Business Divorce looks at a pair of cases involving disputes arising from involuntary transfers of membership interests.
Continue Reading Turmoil Follows Involuntary Transfers of LLC Membership Interests
The Pre-Suit Demand Requirement for a Corporation in Liquidation or Receivership
By Franklin C. McRoberts on
In this week’s New York Business Divorce, we consider a thoughtful decision from Manhattan Commercial Division Justice Andrea J. Masley about the rules for pleading pre-suit demand or demand futility upon a “liquidator” appointed to wind up the affairs of the corporation, including the rarely-litigated concept that allegations of pre-suit demand or demand futility can potentially “relate back” to a prior pleading that is “validly in litigation.”…
Continue Reading The Pre-Suit Demand Requirement for a Corporation in Liquidation or Receivership
Unauthorized Certificate of Revival Dooms Delaware LLC’s Claims Against Former Managing Members
By Peter A. Mahler on
A ministerial failure to replace the registered agent of a Delaware LLC ultimately started a chain of events leading to the dismissal last month by a New York appellate court of a direct action by the LLC against its former managers. Get the full story in this week’s New York Business Divorce.
Continue Reading Unauthorized Certificate of Revival Dooms Delaware LLC’s Claims Against Former Managing Members