This week’s New York Business Divorce highlights a recent decision by Justice Joel M. Cohen in a fascinating, high stakes case involving an allegedly “rigged” appraisal pursuant to a repurchase option in an LLC agreement.
Continue Reading This Single-Appraiser Buy-Sell Agreement Was Asking for Trouble
2020
$30 Million Appraisal of Plumbing Fixtures “Marketeer” Goes Down the Drain at Fair Value Hearing
By Peter A. Mahler on
Was the company worth $30 million or $6 million? That was the question recently decided by Justice Vito M. DeStefano who presided over a 7-day fair-value appraisal hearing in Magarik v. Kraus USA, Inc. This week’s New York Business Divorce has the story.
Continue Reading $30 Million Appraisal of Plumbing Fixtures “Marketeer” Goes Down the Drain at Fair Value Hearing
Member Liquidity, Default Rules, and the Corporate-ization of LLCs: A Conversation with Dean Donald J. Weidner
By Peter A. Mahler on
Posted in LLCs, Podcasts and Video
This week’s New York Business Divorce features my podcast interview of Donald J. Weidner, Dean Emeritus of Florida State University College of Law, about his forthcoming article in The Business Lawyer entitled LLC Default Rules Are Hazardous to Member Liquidity.
Continue Reading Member Liquidity, Default Rules, and the Corporate-ization of LLCs: A Conversation with Dean Donald J. Weidner
Will the Pandemic Be a Boon for Future LLC Dissolution Claimants?
By Franklin C. McRoberts on
In this week’s New York Business Divorce, we consider a remarkably thoughtful opinion by Commercial Division Justice Jennifer G. Schecter containing some noteworthy hints about the future of LLC dissolution claims in light of the coronavirus pandemic and its catastrophic economic impact on New York closely-held businesses.
Continue Reading Will the Pandemic Be a Boon for Future LLC Dissolution Claimants?
When an LLC Manager’s “Sole and Absolute Discretion” is Neither Sole Nor Absolute
By Peter A. Mahler on
Posted in LLCs, Operating Agreement
Is there such a thing as a contractually-infused, common-law fiduciary duty that can override an LLC manager’s “sole and absolute discretion”? Decide for yourself when you read this week’s New York Business Divorce.
Continue Reading When an LLC Manager’s “Sole and Absolute Discretion” is Neither Sole Nor Absolute
Buy-Sell Agreements Are Supposed to Deter Litigation, Not Foment It
By Peter A. Mahler on
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
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
No Laughing Matter: Deadlock Dissolution Petition Targets Legendary NYC Comedy Club
By Peter A. Mahler on
Even a comedy club is not exempt from the grip of a acrimonious business divorce, as you’ll learn in this week’s New York Business Divorce. …
Continue Reading No Laughing Matter: Deadlock Dissolution Petition Targets Legendary NYC Comedy Club