This week’s NYBD presents the 16th annual edition of Summer Shorts offering brief commentary on three recent decisions involving disputes among LLC members.
Consider the case of the LLC member who failed to meet a capital call and consequently was forced to sell its minority LLC interest valued by the managing member at $1.7 million, to the managing member in exchange for a non-recourse promissory note with no maturity date and no payments unless the former interest generates after-tax distributions, of which there were none to date. Found out how the courts ruled in this week’s NYBD post.
The oft litigated art of the capital call takes center stage once again in this week’s post, featuring two appellate rulings handed down last week, one sustaining and one invalidating a capital call.
Continue Reading Lessons on the Art of Drafting Capital Call Provisions
Family-owned businesses grab more than their fair share of business divorce matters. In his new book called The Principles of Family Business Law, Professor Benjamin Means examines the uncomfortable fit between, on the one hand, standard economic theory and law based on the “rational actor” seeking to maximize wealth and, on the other hand, the idiosyncratic dynamics of family-owned firms.
Three states, three LLC disputes, three appellate rulings. Who could ask for more?
Continue Reading A Cross-Country Trio of Appellate Decisions Tackles Novel LLC Disputes
This week NYBD presents its annual Winter Case Notes summarizing several recent decisions of interest.
This week’s NYBD visits a recent Delaware Chancery Court decision involving, the Court wrote, a “poorly drafted” LLC agreement with “lamentable” consequences for one side that the parties “must live with.”
Continue Reading In Delaware, You Live or Die Under Your LLC Operating Agreement
Don’t expect anything neat and clean about the case featured in this week’s NYBD involving a contested LLC freeze-out merger.
Continue Reading One Very Messy LLC Freeze-Out Merger
Welcome to our 18th annual edition of the Top 10 business divorce cases featured on this blog over the past year.
This year’s selections include a split decision by the New York Court of Appeals in a fascinating case involving a Delaware LLC, along with Appellate Division and trial court opinions addressing stock valuation, estate
A recent appellate ruling provides the perfect excuse for revisiting a favorite topic, namely the powers of an estate representative of a deceased LLC member.
Continue Reading Score Another Round for the Estate: First Department Upholds Right of Deceased LLC Member’s Executor to Pursue Member Rights