Partners of New York limited partnerships should sit up and take notice of a new, first-impression decision holding that the commencement of a dissolution proceeding against, or the appointment of a receiver for, the limited partnership can, in and of itself, result in withdrawal of the general partner and dissolution of the entity, even if the limited partnership agreement does not say so. Read about this important decision with profound implications for New York limited partnerships and their owners in this week’s New York Business Divorce.
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First-Impression Decision Recognizes a Cause of Action for Common-Law LLC Dissolution
In this week’s New York Business Divorce, read about a first-of-its-kind decision announcing the existence under New York law of a potentially viable claim for common-law LLC dissolution.
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Two Entities, Two Outcomes: Withdrawal and the Right to an Accounting
This week’s New York Business Divorce compares two cases of closely-held business owner withdrawal, one involving an LLC, the other a general partnership, one resulting in a right to an accounting, the other not. Why the difference? Read on to find out.
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Enforceability of Oral Operating, Shareholder, and Partnership Agreements
In this week’s New York Business Divorce, we tackle the rules governing enforceability of oral partnership, shareholder, and operating agreements, including a first-impression appeals court decision addressing the validity of an alleged oral modification of written limited partnership agreement under New York’s Revised Limited Partnership Act.
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A Business Divorce Rarity: The Jury Trial
In this week’s New York Business Divorce, we consider an unusually nuanced opinion from Commercial Division Justice Marcy S. Friedman about the rules of law (and many exceptions to them) governing the rights of litigants to jury trials in business divorce cases.
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The Common-Law Tort of Breach of Fiduciary Duty: The Total Package
In this week’s New York Business Divorce, read about the exceedingly versatile cause of action of breach of fiduciary duty and the many remedies courts may award upon a finding of breach. This week’s post focuses on two remedies in particular: disgorgement of profits obtained through self-dealing, and recovery of attorneys’ fees when pled derivatively.
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How to Resolve Competing Estate Plans of an LLC Owner with a Double Life
Man marries and has a daughter. He executes an operating agreement providing for his wife and daughter to take his LLC interest upon death. But the man has an alleged mistress, who allegedly begets a daughter out of wedlock. The man then executes a will providing for his alleged mistress and out-of-wedlock daughter to take his LLC interest upon death, contrary to the operating agreement. What could go wrong? You can read about this steamy litigation in this week’s New York Business Divorce.
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Will the Pandemic Be a Boon for Future LLC Dissolution Claimants?
In this week’s New York Business Divorce, we consider a remarkably thoughtful opinion by Commercial Division Justice Jennifer G. Schecter containing some noteworthy hints about the future of LLC dissolution claims in light of the coronavirus pandemic and its catastrophic economic impact on New York closely-held businesses.
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The Pre-Suit Demand Requirement for a Corporation in Liquidation or Receivership
In this week’s New York Business Divorce, we consider a thoughtful decision from Manhattan Commercial Division Justice Andrea J. Masley about the rules for pleading pre-suit demand or demand futility upon a “liquidator” appointed to wind up the affairs of the corporation, including the rarely-litigated concept that allegations of pre-suit demand or demand futility can potentially “relate back” to a prior pleading that is “validly in litigation.”
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Who Is a “Control” Person for Purposes of the Dissolution Statute’s Surcharge Provision?
Can a shareholder petitioning for dissolution under Section 1104-a of the Business Corporation Law rely upon the “surcharge” provision of the statute to sue a non-shareholder, director, or officer for corporate misappropriation as an end-run around legal obstacles to an otherwise viable substative cause of action? We tackle that issue in this week’s New York Business Divorce.
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