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.
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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.
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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.
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Winter Case Notes: Time-Barred Dissolution Petition and Other Decisions of Interest
This week’s New York Business Divorce offers its annual Winter Case Notes with synopses of five noteworthy decisions by courts in New York, Colorado, and Delaware.
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Death of Limited Partner Disarms Derivative Action
This week’s New York Business Divorce features an interesting decision holding that personal representatives of an estate lack standing to maintain a derivative action on behalf of a limited partnership, commenced by the decedent while alive.
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The Curious Case of the Expelled LLC Member Bound by Operating Agreement He Never Signed
Shapiro v Ettenson, known as the case that made it extra dangerous for minority members of New York LLCs without written operating agreements, reappears in this week’s New York Business Divorce on the occasion of a recent decision concerning member expulsion.
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A Case of LLC Withdrawal Symptoms
This week’s New York Business Divorce highlights an interesting decision by Commercial Division Justice Andrea Masley addressing claims that the minority members of an LLC breached the operating agreement’s anti-withdrawal provisions by demanding a buyout and bringing a damages suit against the managing members.
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Another Door Closes to Federal Court in Judicial Dissolution Cases
Statutory judicial dissolution claims are not welcome in federal courts which have been using the Burford abstention doctrine to divert them to state court. This week’s New York Business Divorce examines a first impression federal court decision giving the same treatment to a common-law dissolution claim.
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