“Can I withdraw?” is a question frequently posed by unhappy LLC members to their legal counsel. This week’s New York Business Divorce features a recap of a highly informative conversation on that topic conducted on the Listserv of the ABA Business Law Section’s Committee on LLCs, Partnerships and Unincorporated Entities.
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July 2020
“Rank Pretext Will Not Do”: Court Enjoins Freeze-Out Merger With No Corporate Benefit
By Peter A. Mahler on
Posted in Freeze-Out Merger
“Rank pretext will not do.” With those words, a Manhattan judge preliminarily enjoined a freeze-out merger in the absence of credible evidence that the merger advanced a general corporate purpose. Get the full story in this week’s New York Business Divorce.
Continue Reading “Rank Pretext Will Not Do”: Court Enjoins Freeze-Out Merger With No Corporate Benefit
Disputes Over Member Status Continue to Roil the LLC Waters
By Peter A. Mahler on
What is it about LLCs that spawn so many lawsuits over member status and percentage interests? This week’s New York Business Divorce may not have the answer, but it does highlight a trio of recent court decisions involving disputed ownership claims. …
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The Common-Law Tort of Breach of Fiduciary Duty: The Total Package
By Franklin C. McRoberts on
In this week’s New York Business Divorce, read about the exceedingly versatile cause of action of breach of fiduciary duty and the many remedies courts may award upon a finding of breach. This week’s post focuses on two remedies in particular: disgorgement of profits obtained through self-dealing, and recovery of attorneys’ fees when pled derivatively.
Continue Reading The Common-Law Tort of Breach of Fiduciary Duty: The Total Package