Should LLC operating agreements require unanimous consent of the members to amendments? As this week’s New York Business Divorce discusses, there’s no single right answer to the question.
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Eastland Redux: Do Close Corporation Shareholders Have a Direct Claim Against Directors For Taking Disguised Distributions?
This week’s New York Business Divorce revisits the Eastland Food v Mekhaya case, focusing on last month’s Maryland Supreme Court’s split decision on whether the minority shareholder has a direct claim for breach of fiduciary duty based on alleged disguised distributions taken by the controlling shareholders.
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When Is It Too Late to Sue for Shareholder Oppression?
If an oppressed, frozen-out minority shareholder is going to sue for judicial dissolution, chances are they’re going to do it within the applicable six-year statute of limitations. This week’s New York Business Divorce examines a recent decision where the shareholder claiming oppression waited at least 10 years to sue.
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Summer Shorts: Equitable Contribution, Stock Redemption, and Other Recent Decisions of Interest
This weeks New York Business Divorce proudly presents the 13th annual edition of Summer Shorts featuring brief commentary on five recent decisions of interest in business divorce cases in the New York courts.
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Can One 50% Shareholder Sue the Other in the Company Name on the Company Dollar? Answer: It Depends
“Legally fascinating” is how the court, in a dispute between the owners of Newsweek, described the “two distinct lines” of case precedent concerning the ability of one 50% shareholder to bring suit in the company’s name against the wishes and interests of the other 50% shareholder. Read about it in this week’s New York Business Divorce.
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Take the Business Divorce Pop Quiz!
Test your business divorce chops with a pop quiz in this week’s New York Business divorce featuring a series of questions involving cash-out mergers, fiduciary duty, and judicial dissolution of LLCs and close corporations.
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Recent Decisions Enforce LLC Member’s Right of First Refusal, Restrict Partnership Accounting, and Allow Damages Claim for Breach of Oral Shareholders Agreement
This week’s New York Business Divorce offers a trifecta of sorts, offering summaries of three recent decisions, one involving an LLC, another a partnership, and another a close corporation.
Continue Reading Recent Decisions Enforce LLC Member’s Right of First Refusal, Restrict Partnership Accounting, and Allow Damages Claim for Breach of Oral Shareholders Agreement
Fair Value Awards: A Matter of Interest
This week’s New York Business Divorce looks at an oft neglected issue with potentially large financial consequences in statutory fair value appraisal proceedings: interest on the fair value award.
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Operating Agreement Trumps Postnup in High Stakes Battle Over Transfer of LLC Interest
Postnup agreement clashes with LLC agreement’s transfer restrictions in this week’s New York Business Divorce featuring a querelle de famille among the French heirs to the Bic pen fortune.
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The Pathology of Deadlock Dissolution
This week’s New York Business Divorce undertakes a post-mortem of sorts on a case involving the judicial dissolution of a pathology medical practice with 50/50 shareholders.
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