Was the company worth $30 million or $6 million? That was the question recently decided by Justice Vito M. DeStefano who presided over a 7-day fair-value appraisal hearing in Magarik v. Kraus USA, Inc. This week’s New York Business Divorce has the story.
Continue Reading $30 Million Appraisal of Plumbing Fixtures “Marketeer” Goes Down the Drain at Fair Value Hearing
Member Liquidity, Default Rules, and the Corporate-ization of LLCs: A Conversation with Dean Donald J. Weidner
This week’s New York Business Divorce features my podcast interview of Donald J. Weidner, Dean Emeritus of Florida State University College of Law, about his forthcoming article in The Business Lawyer entitled LLC Default Rules Are Hazardous to Member Liquidity.
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When an LLC Manager’s “Sole and Absolute Discretion” is Neither Sole Nor Absolute
Is there such a thing as a contractually-infused, common-law fiduciary duty that can override an LLC manager’s “sole and absolute discretion”? Decide for yourself when you read this week’s New York Business Divorce.
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Buy-Sell Agreements Are Supposed to Deter Litigation, Not Foment It
This week’s New York Business Divorce highlights a noteworthy case in which, following the death of a 50% shareholder, dysfunctional buy-sell agreements led to multi-front shareholder litigation in state and federal courts.
Continue Reading Buy-Sell Agreements Are Supposed to Deter Litigation, Not Foment It
Turmoil Follows Involuntary Transfers of LLC Membership Interests
The typical dispute among LLC members over membership interest transfers involves voluntary assignments or testamentary dispositions. This week’s New York Business Divorce looks at a pair of cases involving disputes arising from involuntary transfers of membership interests.
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Unauthorized Certificate of Revival Dooms Delaware LLC’s Claims Against Former Managing Members
A ministerial failure to replace the registered agent of a Delaware LLC ultimately started a chain of events leading to the dismissal last month by a New York appellate court of a direct action by the LLC against its former managers. Get the full story in this week’s New York Business Divorce.
Continue Reading Unauthorized Certificate of Revival Dooms Delaware LLC’s Claims Against Former Managing Members
No Laughing Matter: Deadlock Dissolution Petition Targets Legendary NYC Comedy Club
Even a comedy club is not exempt from the grip of a acrimonious business divorce, as you’ll learn in this week’s New York Business Divorce.
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No Double Dipping! Court Denies Post-Valuation Date Distributions in Equitable Buyout of LLC Member
George Costanza would be unhappy to hear about an Appellate Division decision last week affirming a trial court ruling, among others of interest in an LLC appraisal proceeding, in which it rejected as “double dipping” a request for post-valuation date income distributions on top of the fair value award. Learn more in this week’s New York Business Divorce.
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Forced to Buy Out Law Partner’s Interest In Defunct Firm, Years After Withdrawing? It Can Happen
This week’s New York Business Divorce examines a noteworthy decision by Justice Richard Platkin involving the break-up of a law firm organized as a professional services limited liability company, in which the court addressed the potential liability of two members to buy out a third member’s interest after they withdrew from the firm.
Continue Reading Forced to Buy Out Law Partner’s Interest In Defunct Firm, Years After Withdrawing? It Can Happen
Always Check Provenance Before Taking an Assignment of LLC Interest
The Appellate Division, Second Department’s ruling last month in Berhend v. New Windsor Group, LLC illustrates the disastrous results when care is not taken by the assignee of an LLC interest to determine the validity of the assignor’s interest and the existence of transfer restrictions in the LLC’s operating agreement. Get the full story in this week’s New York Business Divorce.
Continue Reading Always Check Provenance Before Taking an Assignment of LLC Interest