Entering its fifth year of litigation featuring two rulings by the Appellate Division in 2017 and last week, the case of Rubin v Baumann is another example of LLCs that suffer from inadequate operating agreements. Learn more in this week’s New York Business Divorce.
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Advance! Amend! Retreat!
In its ruling last week in Carr v Global Payments Inc., the Delaware Court of Chancery had to decide whether to reverse its prior order requiring advancement of a former corporate officer’s litigation expenses after the company subsequently amended its complaint in the underlying suit for the precise purpose of avoiding advancement. Find out what happened in this week’s New York Business Divorce.
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LLCs as Nominal Parties in Dissolution Cases: An Uncertain Portal to Federal Court Jurisdiction
Is an LLC a nominal party in dissolution proceedings such that its citizenship can be ignored for purposes of securing diversity jurisdiction in federal court? Get the answer in this week’s New York Business Divorce.
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The Perils of Indeterminate LLC Membership Interests
What do you get when you combine LLC membership interests determined by variable capital accounts with an off-the-shelf form operating agreement? Litigation, of course! Get the story in this week’s New York Business Divorce.
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Post-Valuation Date Distributions: Should They Be Credited Against Fair Value Awards?
Should the fair value award in a judicial dissolution proceeding, following the respondent’s election to purchase and an appraisal proceeding, be reduced by post-valuation date shareholder distributions? Find out in this week’s New York Business Divorce.
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Chicken Sh*t Bingo Fans Rejoice: The Dragpipe Saloon Survives a Dissolution Scare
This week’s New York Business Divorce travels to South Dakota whose Supreme Court recently issued a noteworthy decision denying judicial dissolution of a single-asset realty holding LLC that primarily operated a bar and camping facility for only 10 days each year during the Sturgis Motorcycle Rally.
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A Transactional Lawyer’s Approach to Resolving Business Divorce: Podcast Interview with Steve Robinson
This week’s New York Business Divorce features my latest interview on the Business Divorce Roundtable podcast with Steve Robinson, a Texas lawyer and blogger who employs his experience as a corporate/transactional lawyer to help clients resolve business divorce matters.
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Pave Paradise, Put Up a Purposeful Parking Lot
This week’s New York Business Divorce visits the Bluegrass State for an interesting appellate ruling in an LLC dissolution case concerning the operating agreement’s purpose clause.
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Court Looks to Partnership Law in Ruling Against Petitioner’s Status as LLC Member
Courtesy of a recent decision by Brooklyn Supreme Court Justice Leon Ruchelsman, this week’s New York Business Divorce examines a case in which the court dismissed a petition for judicial dissolution of an LLC after finding that the petitioner failed to show he possessed a membership interest.
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Statute Trumps LLC Agreement’s Voting Rights Provision in Dispute Over Manager’s Removal
This week’s New York Business Divorce examines a highly interesting appellate opinion in a California case centering on whether the operating agreement required unanimous member approval to remove the designated managing member.
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