In this week’s New York Business Divorce, we consider a recurring problem with LLC operating agreements: enforceability of the writing when it is unexecuted or partially executed. A growing body of case law finds such agreements at least potentially enforceable absent an expression of intent to the contrary. Read about that issue, and related issues of due execution of operating agreements, in this week’s New York Business Divorce.
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The Doctrine of Tax Estoppel in Ownership Status Disputes
In this week’s New York Business Divorce, read about the history and development of the doctrine of tax estoppel, including two strands of competing case law emanating from a pair of New York State Court of Appeals decisions reaching opposite conclusions about the extent to which one may prove ownership status in a closely-held business based upon estoppel.
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Court Enjoins Dilution of Brewing Company LLC Membership Interest
In this week’s New York Business Divorce, read about the plight of a Brooklyn beer brewing company founder whose co-members allegedly attempted to “freeze out” his interest by way of a forced dilution and ouster from management, and his efforts to fight back with a start-of-the-case preliminary injunction motion.
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Swing and a Miss: Unopposed LLC Dissolution Claim Denied
In this week’s New York Business Divorce, a would-be LLC dissolution plaintiff goes down swinging on an unanswered complaint within an unopposed motion for a default judgment, just the latest example of New York courts closely scrutinizing the merits of LLC dissolution claims at the pleadings stage.
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Common-Law and Equitable LLC Dissolution: Going, Going, . . .
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.
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A Bumper Crop: Cannabis Meets Business Divorce
It turns out marijuana entrepreneurships are just as susceptible to co-ownership disputes as traditional business ventures. In this week’s New York Business Divorce, we address a familiar subject – oral partnership agreements – in an exciting new context – the burgeoning New York State legal cannabis market.
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To Dissolve or Not to Dissolve, that is the Question. The Answer is Both.
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.
“Intentional” Breach of Fiduciary Duty Defeats Operating Agreement’s Exculpatory Clause
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.
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Battle of the Estoppels
Business divorce lawsuits often come in pairs (or trios), making preclusionary principles like estoppel a recurring phenomenon. In this week’s New York Business Divorce, we consider an appeals court’s recent take on three competing estoppel doctrines arising from the same law firm limited liability partnership breakup.
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Unsigned, Non-Final Operating Agreement Trumps Conflicting Testamentary Bequest of LLC Interest
In this week’s New York Business Divorce, we tackle two important legal issues for LLC owners. First, the circumstances in which an upon-death membership interest transfer provision in an unsigned, non-final operating agreement may be enforced. Second, whether a membership interest transfer provision in an operating agreement trumps a conflicting bequest in a last will and testament.
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