In a long-awaited decision handed down last week by the Appellate Division, Second Department, the court construed two sections of New York’s LLC Law in a significant boost to the ability of members with voting control to remove minority members by means of a cash-out merger. Learn more in this week’s New York Business Divorce.
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The Duty to Disclose Third-Party Offers Amidst Buy-Out Negotiations, Revisited
This week’s New York Business Divorce examines a recent decision in a lawsuit stemming from a buyout between the two members of a single-asset realty-holding LLC based on a $1.9 million valuation of the LLC’s realty followed one month later by a sale of the realty to a third-party buyer for $2.9 million.
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Top 10 Business Divorce Cases of 2020
New York Business Divorce proudly presents its 13th annual list of the past year’s ten most noteworthy business divorce cases, along with short summaries and links to prior posts on the featured cases.
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It Takes Two to Remove a Tiebreaker
Serving as the tiebreaker on a equally divided board of directors can be a thankless task, which puts it mildly when one faction sues to remove the tiebreaker. This week’s New York Business Divorce highlights a noteworthy case in which a 50% member of a Delaware LLC claimed the right to unilaterally remove the designated tiebreaker.
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Dissenting Shareholders’ Challenge to Appraisal of Famed East End Resort Hits Dead End
Former timeshare owners of the iconic Gurney’s Inn in Montauk, New York, who dissented from a cash-out merger suffered a reversal of fortune when, earlier this month, the Appellate Division, First Department, reversed the trial court’s determination of the fair value of their shares, finding that their appraiser’s evaluation of the resort property was “highly inflated.” Get the full story in this week’s New York Business Divorce.
Continue Reading Dissenting Shareholders’ Challenge to Appraisal of Famed East End Resort Hits Dead End
Business Divorce on the Menu
You’d think amidst the COVID-19 pandemic, with restaurants struggling to stay open, that their owners would have more pressing issues to deal with than litigating against their co-owners, but as you’ll see in this week’s New York Business Divorce, some things never change.
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LLC Member Pays the Price For Not Sticking to Deadlock-Breaking Script
Can a shotgun turn into a minefield? The answer is “yes” judging from a recent decision by Manhattan Commercial Division Justice Andrew Borrok finding a defective exercise of provisions in an LLC agreement for a deadlock-triggered shotgun buy-out. Read about it in this week’s New York Business Divorce.
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Court Enforces LLC Agreement’s “Naked” Expulsion Clause
The phrase “naked expulsion clause” is not a biblical reference to Adam and Eve’s eviction from the Garden of Eden. It’s about a provision in an LLC agreement at the center of a recent ruling by the Appellate Division, Second Department, in a 10-year litigation saga involving a fractured family-owned business. This week’s New York Business Divorce has the story.
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Court Bounces Books-and-Records Petition in Feud Over Park Avenue Co-op Board’s Rejection of Prospective Purchasers
A bidding war 20 years ago over the purchase of maid’s quarters in a ritzy Park Avenue co-op. A series of co-op board rejections of a shareholder’s proposed sale of his apartment. A recent court decision denying a books-and-records petition. What’s the connection? Find out in this week’s New York Business Divorce.
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The Purposeless Purpose Clause Rides Again
In a recent decision by Justice Andrea Masley, the court dismissed a petition to dissolve a realty holding LLC based on the operating agreement’s broad purpose clause of the any-lawful-business type. Get the full story in this week’s New York Business Divorce.
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