Earlier this month the Connecticut Supreme Court handed down an important, first impression decision construing RULLCA’s provision granting members of manager-managed LLCs the right to inspect books and records. Read more in this week’s New York Business Divorce.
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Disguised Agreements and Dissolution
This week’s New York Business Divorce highlights a pair of recent decisions in judicial dissolution cases in both of which one side claimed to be the 100% owner notwithstanding documents indicating otherwise.
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Statutory Buyouts and Discounts Under the Fair Market Value Standard: An Awkward Pair?
In an unusual case, a divided California appellate panel recently grappled with the application of minority and marketability discounts in a statutory appraisal proceeding triggered by a buyout election in a proceeding brought for judicial dissolution of an LLC, where the governing statute utilizes the fair market value standard instead of the more typical fair value standard. Learn more in this week’s New York Business Divorce.
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This Is Not Your Father’s Brady Bunch
Father against son, half-brother against half-brother, are the players in a recent courtroom drama that unfolded in Matter of Brady v. Brady, culminating with an appellate panel’s affirmance of a lower court’s order dissolving a family-owned close corporation that owns extensive farm land in upstate New York. Find out more in this week’s New York Business Divorce.
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Everything You Ever Wanted to Know About Buy-Sell Agreements: A Conversation With Paul Hood
Paul Hood, one of the leading experts on buy-sell agreements, has a new book on the subject highlighted in this week’s New York Business Divorce and also featured in an interview with Paul on a new episode of the Business Divorce Roundtable podcast.
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Court Cancels Capital Call For Want of a Postage Stamp
Hard to believe in the year 2021 we’re seeing litigation over the validity of capital calls because notice was given by email rather than snail mail, but that’s what happened in a case recently decided by the Appellate Division, Fourth Department and reported in this week’s New York Business Divorce.
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Delaware Declines Subject Matter Jurisdiction Over Judicial Dissolution of Foreign Entities
The Delaware Chancery Court finally caught up with court decisions in New York and elsewhere, ruling last month in a case involving a bitcoin mining company that Delaware courts lack subject matter jurisdiction to adjudicate petitions to dissolve non-Delaware business entities. Learn more in this week’s New York Business Divorce.
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Summer Shorts: Business Divorce Cases From Across the Country
This week’s New York Business Divorce presents the 11th annual edition of Summer Shorts, featuring brief commentary on six decisions of interest in business divorce cases from across the country involving LLCs, limited partnerships, and close corporations.
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When It Comes to Transfers of Ownership Interests, Where There’s a Will There’s Not Always a Way
This week’s New York Business Divorce revisits a recurrent fact pattern featured in a recent Florida case involving a conflict between provision in a partnership agreement restricting transfer upon death and the deceased partner’s testamentary devise of the partnership interest.
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Business Divorce Alert: Forum Selection Clauses Do Not Confer Subject Matter Jurisdiction in Foreign Entity Dissolution Cases
New York appellate precedent uniformly holds that New York courts lack subject matter jurisdiction in dissolution cases involving foreign business entities. So what’s a business divorce lawyer to do when the client seeking dissolution of a foreign business entity presents an owners’ agreement containing a forum selection clause giving New York courts exclusive jurisdiction in any litigation between the parties? Find out in this week’s New York Business Divorce.
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