2021

This week’s New York Business Divorce revisits a recurrent fact pattern featured in a recent Florida case involving a conflict between provision in a partnership agreement restricting transfer upon death and the deceased partner’s testamentary devise of the partnership interest.
Continue Reading When It Comes to Transfers of Ownership Interests, Where There’s a Will There’s Not Always a Way

New York appellate precedent uniformly holds that New York courts lack subject matter jurisdiction in dissolution cases involving foreign business entities. So what’s a business divorce lawyer to do when the client seeking dissolution of a foreign business entity presents an owners’ agreement containing a forum selection clause giving New York courts exclusive jurisdiction in any litigation between the parties? Find out in this week’s New York Business Divorce.
Continue Reading Business Divorce Alert: Forum Selection Clauses Do Not Confer Subject Matter Jurisdiction in Foreign Entity Dissolution Cases

In a decision of apparent first impression last month, Justice Nancy Bannon of the Manhattan Supreme Court issued an injunction against the holding of a corporate election under BCL § 619. Minority shareholders facing an anticipated election called by a rival majority would be wise to consider the roadmap to injunctive relief charted by the plaintiffs here. …
Continue Reading Stop the Vote: Injunction Halts Shareholders Meeting Pursuant to Courts’ Broad Power to Review Corporate Elections

A hot topic of late, the viability in New York of common-law dissolution of limited liability companies is cast into doubt by a new decision, the third in a series from Brooklyn Commercial Division Justice Leon Ruchelsman. Read about it, and where the case law may go from here, in this week’s New York Business Divorce.
Continue Reading Common-Law and Equitable LLC Dissolution: Going, Going, . . .

In a decision handed down last week, an upstate appellate panel upheld a partnership dissolution complaint not only seeking to enforce an oral partnership agreement for a business that operates an apple tree farm, but also claiming as partnership property the 40-acre farm acquired by the defendant years earlier. Learn more in this week’s New York Business Divorce.
Continue Reading Betting the Farm On An Oral Partnership Agreement

This week’s New York Business Divorce features a pair of noteworthy appellate decisions by the Second Circuit U.S. Court of Appeals and the Appellate Division, First Department, involving unsuccessful suits by non-managing members against managing members of realty holding LLCs.
Continue Reading Managing Members of Realty Holding LLCs Vanquish Self-Dealing Claims

In this week’s New York Business Divorce, companion appellate decisions issued last week in the long running Kassab v Kasab litigation emphasize the fundamental legal differences between corporate and LLC dissolution, with allegations of majority “oppression” sufficient to grant dissolution in one case, but so insufficient as to require pre-answer dismissal in the other.
Continue Reading To Dissolve or Not to Dissolve, that is the Question. The Answer is Both.

Iowa was one of the earliest of the 22 states that by now have adopted the Revised Uniform LLC Act (2006). Last month, Iowa’s Supreme Court handed down an important first-impression decision construing and applying RULLCA’s judicial dissolution provisions in a case involving a family-owned realty holding company. This week’s New York Business Divorce has the story.
Continue Reading Judicial Dissolution of LLCs Under RULLCA: Iowa Supreme Court Takes the Stage

In this week’s New York Business Divorce, we consider a recent appellate decision addressing the effectiveness of LLC operating agreement “exculpatory” clauses to shield the company’s managers or members from personal liability for misconduct. With the latest decision, the roster of New York appeals court cases to consider this important legal issue grows from a trio to a quartet.
Continue Reading “Intentional” Breach of Fiduciary Duty Defeats Operating Agreement’s Exculpatory Clause