In this week’s New York Business Divorce, read about a recent appeals court decision in which an elderly male business founder alleged he was ousted from the company and his reputation smeared based upon false allegations of sexual harassment allegedly solicited by a hostile male CEO. Do these allegations equate to a viable claim for breach of fiduciary duty against the CEO? Find out in this week’s New York Business Divorce.
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November 2021
The Nutmeg State Out Front on Member Inspection Rights Under RULLCA
By Peter A. Mahler on
Posted in Access to Books and Records, RULLCA
Earlier this month the Connecticut Supreme Court handed down an important, first impression decision construing RULLCA’s provision granting members of manager-managed LLCs the right to inspect books and records. Read more in this week’s New York Business Divorce.
Continue Reading The Nutmeg State Out Front on Member Inspection Rights Under RULLCA
Disguised Agreements and Dissolution
By Peter A. Mahler on
This week’s New York Business Divorce highlights a pair of recent decisions in judicial dissolution cases in both of which one side claimed to be the 100% owner notwithstanding documents indicating otherwise.
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Cooked or Raw? Enforceability of Partly Signed Operating Agreements
By Franklin C. McRoberts on
In this week’s New York Business Divorce, we consider a recurring problem with LLC operating agreements: enforceability of the writing when it is unexecuted or partially executed. A growing body of case law finds such agreements at least potentially enforceable absent an expression of intent to the contrary. Read about that issue, and related issues of due execution of operating agreements, in this week’s New York Business Divorce.
Continue Reading Cooked or Raw? Enforceability of Partly Signed Operating Agreements
Statutory Buyouts and Discounts Under the Fair Market Value Standard: An Awkward Pair?
By Peter A. Mahler on
In an unusual case, a divided California appellate panel recently grappled with the application of minority and marketability discounts in a statutory appraisal proceeding triggered by a buyout election in a proceeding brought for judicial dissolution of an LLC, where the governing statute utilizes the fair market value standard instead of the more typical fair value standard. Learn more in this week’s New York Business Divorce.
Continue Reading Statutory Buyouts and Discounts Under the Fair Market Value Standard: An Awkward Pair?