This week’s New York Business Divorce offers a trifecta of sorts, offering summaries of three recent decisions, one involving an LLC, another a partnership, and another a close corporation.
Continue Reading Recent Decisions Enforce LLC Member’s Right of First Refusal, Restrict Partnership Accounting, and Allow Damages Claim for Breach of Oral Shareholders Agreement
Fair Value Awards: A Matter of Interest
This week’s New York Business Divorce looks at an oft neglected issue with potentially large financial consequences in statutory fair value appraisal proceedings: interest on the fair value award.
Continue Reading Fair Value Awards: A Matter of Interest
Operating Agreement Trumps Postnup in High Stakes Battle Over Transfer of LLC Interest
Postnup agreement clashes with LLC agreement’s transfer restrictions in this week’s New York Business Divorce featuring a querelle de famille among the French heirs to the Bic pen fortune.
Continue Reading Operating Agreement Trumps Postnup in High Stakes Battle Over Transfer of LLC Interest
The Pathology of Deadlock Dissolution
This week’s New York Business Divorce undertakes a post-mortem of sorts on a case involving the judicial dissolution of a pathology medical practice with 50/50 shareholders.
Continue Reading The Pathology of Deadlock Dissolution
When Do Disguised Dividends Add Up to Minority Shareholder Oppression?
There’s surprisingly little case law addressing disguised dividends as a basis for finding oppression of minority shareholders. This week’s New York Business Divorce looks at a recent Maryland court decision that does exactly that.
Continue Reading When Do Disguised Dividends Add Up to Minority Shareholder Oppression?
Winter Case Notes: Punitive Damages Awarded for Breach of Fiduciary Duty and Other Recent Decisions of Interest
This week’s New York Business Divorce offers its annual Winter Case Notes with synopses of three recent, noteworthy decisions by New York courts.
Continue Reading Winter Case Notes: Punitive Damages Awarded for Breach of Fiduciary Duty and Other Recent Decisions of Interest
Has the Time Come for New York to Follow Delaware and Officially Pronounce Deadlock as Ground for LLC Dissolution?
Two-member, 50/50 LLCs are natural fodder for deadlock. This week’s New York Business Divorce questions whether New York’s standard for LLC dissolution takes too narrow an approach to deadlock.
Continue Reading Has the Time Come for New York to Follow Delaware and Officially Pronounce Deadlock as Ground for LLC Dissolution?
Top 10 Business Divorce Cases of 2022
New York Business Divorce proudly presents its 15th 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.
Continue Reading Top 10 Business Divorce Cases of 2022
The Art of Manager Removal
Combine a business divorce with a marital divorce and what do you get? Find out in this week’s New York Business Divorce.
Continue Reading The Art of Manager Removal
LLC Forced Buy-Out Pits Fair Value Against Fair Market Value Against Power to Amend Operating Agreement
If you want to find out what can happen when an LLC agreement authorizes member removal for any or no reason but doesn’t address compensation for the terminated member’s interest, read this week’s New York Business Divorce.
Continue Reading LLC Forced Buy-Out Pits Fair Value Against Fair Market Value Against Power to Amend Operating Agreement