When shareholder oppression is real but dissolution is too much, should courts give majority owners a chance to straighten out before imposing the corporate death penalty?
Family-owned businesses grab more than their fair share of business divorce matters. In his new book called The Principles of Family Business Law, Professor Benjamin Means examines the uncomfortable fit between, on the one hand, standard economic theory and law based on the “rational actor” seeking to maximize wealth and, on the other hand, the idiosyncratic dynamics of family-owned firms.
Litigation over who is—and who is not—a member of a limited liability company has become a defining feature of LLCs. A recent First Department decision suggests a shift away from informality and back toward strict compliance with the contractual mechanics of admission.
Continue Reading Promise of Equity Falls to Operating Agreement’s Rigid Admission Requirements
Every so often a case comes along that reads less like a business dispute and more like a cautionary tale about the perils arising out of unwritten deals among friends. As we’ve written about before, these cases can be brutal to defend, particularly where the pleadings just robust enough to survive a motion to
Three states, three LLC disputes, three appellate rulings. Who could ask for more?
Continue Reading A Cross-Country Trio of Appellate Decisions Tackles Novel LLC Disputes
When an LLC operating agreement permits action upon majority consent, can a minority member nonetheless challenge that action as a breach of the majority’s fiduciary duties? The Fourth Department weighs in.
Continue Reading Can Majority-Authorized Action Still Breach Fiduciary Duty?
Chef’s Table at Brooklyn Fare. It’s not just fining dining. It’s litigation warfare.
Can a three-person minority outvote a four-person majority to oust the majority-appointed, longtime CEO of a profitable company (who also happens to be the founder of the company) in a vote requiring supermajority approval?
The math ain’t mathing, you may be saying to yourself.
But today, we explore a case—SJI Renewable Entery Ventures LLC,
This week NYBD presents its annual Winter Case Notes summarizing several recent decisions of interest.