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Peter A. Mahler

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Peter A. Mahler is a litigator focusing on business divorce cases involving dissolution and other disputes among co-­owners of closely held business entities, such as limited liability companies, corporations, and partnerships. Peter represents both control and non-control owners, often involving family-owned businesses. Frequently counseling business owners prior to litigation, he advises them of their rights and also assists in designing and negotiating an amicable separation between parties. Peter’s counsel helps avoid litigation by means of a buy-out, sale, or division of business assets.

 

 

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A court order directing a party to file a verified formal accounting is not to be taken lightly, and certainly not to be contradicted by the accounting party, as the unfortunate defendant found out in a post-trial decision issued earlier this month by Commercial Division Justice Jennifer Schecter.…

Continue Reading The Consequences of Deception: Defendant Hit With $4.5 Million Judgment After 12-Year “Wild Goose Chase Based on a Lie”

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The qualifying phrase, “Notwithstanding anything to the contrary in this Agreement,” can be a highly useful and efficient means to clarify the hierarchy of otherwise potentially competing contract provisions. It can also trigger thorny litigation when two “notwithstanding” clauses arguably conflict with one another, as in the case featured in this week’s New York Business Divorce.…

Continue Reading Court’s Decision in High Stakes Case Cuts Through the “Fog of Dueling ‘Notwithstanding’ Clauses”

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This week’s New York Business Divorce features the highly anticipated ruling by the New York Court of Appeals, in a 4-3 decision in Behler v Tao, affirming dismissal of a complaint seeking to enforce an oral “exit opportunity agreement” involving a Delaware LLC. …
Continue Reading New York Top Court’s Advice to Prospective Investors in Delaware LLCs: Pay Close Attention to Controller’s Power to Amend LLC Agreement

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The irony of litigation over buy-sell agreements is that such agreements are specifically intended to avoid litigation when owners die or become disabled or otherwise seek to exit the firm. Take, for example, last week’s Appellate Division ruling, reversing the lower court’s decision dismissing a claim to enforce an operating agreement’s buy-sell provision. Better yet, read about it in this week’s New York Business Divorce.
Continue Reading The Little Buy-Sell That Could

New York’s LLC Law authorizes operating agreements to eliminate manager and member fiduciary duties, but does it really? Find out in this week’s New York Business Divorce.
Continue Reading Diving Into the Shallow Waters of New York Law Permitting Elimination of LLC Managers’ Liability for Breach of Fiduciary Duty