The phrase “naked expulsion clause” is not a biblical reference to Adam and Eve’s eviction from the Garden of Eden. It’s about a provision in an LLC agreement at the center of a recent ruling by the Appellate Division, Second Department, in a 10-year litigation saga involving a fractured family-owned business. This week’s New York Business Divorce has the story.
Continue Reading Court Enforces LLC Agreement’s “Naked” Expulsion Clause
October 2020
First-Impression Decision Recognizes a Cause of Action for Common-Law LLC Dissolution
By Franklin C. McRoberts on
Posted in Common Law Dissolution, LLCs
In this week’s New York Business Divorce, read about a first-of-its-kind decision announcing the existence under New York law of a potentially viable claim for common-law LLC dissolution.
Continue Reading First-Impression Decision Recognizes a Cause of Action for Common-Law LLC Dissolution
Court Bounces Books-and-Records Petition in Feud Over Park Avenue Co-op Board’s Rejection of Prospective Purchasers
By Peter A. Mahler on
Posted in Access to Books and Records, Co-ops and Condos
A bidding war 20 years ago over the purchase of maid’s quarters in a ritzy Park Avenue co-op. A series of co-op board rejections of a shareholder’s proposed sale of his apartment. A recent court decision denying a books-and-records petition. What’s the connection? Find out in this week’s New York Business Divorce. …
Continue Reading Court Bounces Books-and-Records Petition in Feud Over Park Avenue Co-op Board’s Rejection of Prospective Purchasers
Court Rejects Oppressed Shareholder’s Bid for Dissolution or Buy-Out, Finds Money Damages Sufficient
Not all misconduct by majority shareholders is worthy of dissolution or a compelled buy-out. The Court’s broad power under BCL 1104-a to craft appropriate remedies also includes the power to award money damages, and dissolution may not be appropriate where the alleged shareholder oppression was a discrete, one-time transaction.
Continue Reading Court Rejects Oppressed Shareholder’s Bid for Dissolution or Buy-Out, Finds Money Damages Sufficient