Family business disputes can turn on a deceptively simple question: Can an owner exercise a contractual or statutory right in one capacity while allegedly violating obligations owed in another?
In Corporate Woods 15, LLC v. West Bradford Corp., 2026 NY Slip Op 51642(U) (Sup Ct, Albany County Sept. 23, 2026), Justice Richard Platkin
I’m a word person. One of the reasons I like reading e-books is any time I come across a word that’s new to me or unusual, I tap on it and up pops a definition. Not quite as convenient when reading court decisions, so when I read the phrase “liminal legal space” in a very
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