
It’s been many years since our last pop quiz for all you business divorce aficionados. Time for another. See how many you get right before you read the answers:
- Can majority members of an LLC consummate a cash-out merger of a minority member without prior notice by written consent in lieu of meeting? __ Yes __ No
- Can a cashed-out LLC minority member subsequently challenge the merger on grounds of fraud, breach of fiduciary duty, or other unlawfulness? __ Yes __ No
- Can the estate of a deceased LLC member bring an action for judicial dissolution? __ Yes __ No
- Are there circumstances when non-managing members of an LLC owe fiduciary duties to the other members and the company? __ Yes __ No
- Is there a common-law cause of action for judicial dissolution of LLCs? __ Yes __ No
- In a dissolution proceeding between deadlocked 50/50 shareholders under BCL § 1104, can the court order a closed auction buyout sale between the two shareholders? __ Yes __ No
- Do New York courts have jurisdiction over judicial dissolution proceedings involving foreign business corporations based on a New York forum selection clause in the shareholders agreement? __ Yes __ No
Let’s see how you did.
Continue Reading Take the Business Divorce Pop Quiz!