2022

In this week’s New York Business Divorce, read about the history and development of case law in New York over the past 25 years holding potentially void as against public policy provisions in partnership, shareholders, and operating agreements barring closely-held business owners from petitioning courts to dissolve the entity.
Continue Reading Anti-Dissolution Provisions and Public Policy

In a 42-page decision handed down last week, a Manhattan judge threw out the New York Attorney General’s controversial effort to compel the involuntary dissolution of the National Rifle Association based largely on alleged financial abuses by its leadership. Get the full story in this week’s New York Business Divorce.
Continue Reading New York Judge Spares NRA “Corporate Death Penalty”

This week’s post considers a duo of recent decisions concerning disputes between LLC members over the terms of their operating agreement.  In the first case, the court considered whether to enforce an operating agreement as written despite evidence that the parties actually intended a different deal.  In the second, the court considered whether to enforce an operating agreement where its buyout terms were grossly unfair.  The cases’ different outcomes highlight the outer limits of the parties’ freedom of contract in LLC operating agreements. …
Continue Reading The Operating Agreement Controls, Unless Public Policy Says Otherwise

The North Carolina Court of Appeals last week handed down a significant opinion affirming the nonjudicial dissolution of a family-owned Delaware limited partnership based on the appointment of a new general partner in contravention of the terms of the limited partnership agreement. Learn more in this week’s New York Business Divorce.
Continue Reading General Partner’s Resignation Triggers Nonjudicial Dissolution of Limited Partnership

This week’s New York Business Divorce involves an unusual procedural motion by a plaintiff to convert its lawsuit from a plenary action to a special proceeding under Section 1008 of the Business Corporation Law to adjudicate an individual’s shareholder’s liability for the corporation’s alleged breaches of contract and torts. May plaintiffs use BCL 1008 as an alternative to a veil piercing claim? Can corporate creditors use BCL 1008 to intervene in a judicial dissolution proceeding? Learn the answers in this week’s New York Business Divorce.
Continue Reading Defendant Dissolves Mid-Lawsuit: What’s the Creditor’s Remedy?

The interplay between the default rules of the LLC law and the members’ agreement sometimes gets complicated. In a duo of recent decisions from Justice Cohen, that interplay took center-stage when a majority of members invoked the default rules in an attempt to oust the managing member from authority. …
Continue Reading A Two-Act Play of LLC Default Rules and Manager Removal