A recent Commercial Division ruling involving a realty holding LLC unable to develop its property raises interesting questions about whether the LLC can achieve its stated purpose under the standard for judicial dissolution. Learn more in this week’s New York Business Divorce.
Continue Reading And a Time to Every Purpose Under . . . the Operating Agreement?
Federal Courts Wade Into Business Divorce: Recent Decisions of Interest
State courts far and away are the dominant arena for business divorce litigation. Just for kicks if not giggles, this week’s New York Business Divorce takes a look at some recent cases involving partnership disputes decided by federal courts.
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Wrongful Dissociation Under RUPA: Toto, We’re Not in New York Anymore
A recent New Jersey appellate ruling in a wrongful dissolution case involving a partnership presents a clear contrast with New York’s contract-centric approach. Read about it in this week’s New York Business Divorce.
Continue Reading Wrongful Dissociation Under RUPA: Toto, We’re Not in New York Anymore
Contrived LLC Deadlock Doesn’t Cut the Delaware Dissolution Mustard
One of the more interesting defenses in judicial dissolution cases alleging deadlock is that the petitioner itself contrived or manufactured the deadlock for the purpose of achieving dissolution. It’s a defense long ago recognized in cases involving close corporations, and only more recently in cases involving LLCs, including a decision this month by the Delaware Chancery Court. Learn more in this week’s New York Business Divorce.
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Is Loss Sharing an “Indispensable Essential” of Partnership?
This week’s New York Business Divorce uses a recent decision in a dispute involving a law firm LLP to explore the issue of “sharing of losses” and whether it is an essential element in establishing one’s status as a partner of a partnership.
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Summer Shorts: LLC Dissolution and Other Recent Decisions of Interest
It’s that time of year again! This 12th annual edition of Summer Shorts presents brief commentary on five recent decisions of interest in business divorce cases in the New York courts.
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Minority Shareholder’s Petition to Dissolve Seltzer Business Loses Its Fizz
Grandpa’s Brooklyn-based seltzer manufacturing business went flat, but his real estate investments went through the roof. This week’s New York Business Divorce features a case in which one of four third-generation owners unsuccessfully sued her brother and cousins for judicial dissolution in her quest to monetize her share of the realty’s value.
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A Lesson In Drafting Capital Call Provisions
Two owner groups. Seven realty-holding joint ventures. Four different versions of disputed capital call provisions. Manhattan Commercial Division Justice Andrea Masley tackles that and much more in her 132-page opinion in Ashkenazy v. Gindi, featured in this week’s New York Business Divorce.
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Business Divorce, Brooklyn Style
If you think Brooklyn is still a backwater to Manhattan when it comes to important business litigation, think again. This week’s New York Business Divorce looks at a handful of recent decisions in shareholder disputes by prolific Justice Leon Ruchelsman of the Brooklyn Supreme Court’s Commercial Division.
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LLCs, Direct vs. Derivative Claims, and Special Litigation Committees: A Lively Debate
This week’s New York Business Divorce offers readers a preview of two thought provoking articles by Professors Donald Weidner and Daniel Kleinberger published as point/counter-point in the current issue of The Business Lawyer on the subject of LLCs, the direct-derivative distinction, and Special Litigation Committees.
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