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.
Continue Reading
Summer Shorts: LLC Minority Member Oppression and Other Decisions of Interest
This 9th annual edition of Summer Shorts presents brief commentary on four decisions of interest in business divorce cases from courts in New York, California, Delaware, and Illinois.
Continue Reading
Court Blocks “End Run” Around Bar to Subject Matter Jurisdiction in Suit to Dissolve Foreign LLC
Does a New York court have jurisdiction over suits involving foreign entities in which the plaintiff seeks forced sale of assets or forced buy/sell? Get the answer in this week’s New York Business Divorce.
Continue Reading
LLC’s Post-Dissolution Receivership is On, is Off, is On
LLCs in receivership is our topic for the second week in a row. This week’s post looks at a dispute between 50/50 LLC members involving the on-again, off-again appointment of a post-dissolution receiver.
Continue Reading
Court Appoints Interim Receiver for LLC, But at What Price?
A recent decision appointing a temporary receiver in a manager-managed LLC dissolution case raises issues of concern to business divorce lawyers. Learn more in this week’s New York Business Divorce.
Continue Reading
The Demanding Demand Requirement in Shareholder Derivative Actions
Shareholder derivative actions pose unique pleading challenges designed by statute to preserve management’s role in deciding the company’s business affairs. This week’s New York Business Divorce highlights a pair of recent appellate rulings dismissing derivative actions for failure to plead demand futility with sufficient particularity.
Continue Reading
Siblings Battle Over Spoils from Sale of Family-Owned Business
The sale of a family-owned business triggers a dissolution petition over the contested disposition of the sale proceeds, leading to a noteworthy decision earlier this month by Justice Richard M. Platkin. Get the story in this week’s New York Business Divorce.
Continue Reading
Trouble Down on the Farm: The Importance of Using Experienced Counsel When Forming an LLC
This week’s New York Business Divorce tells the cautionary tale of LLC planning gone amiss at the hands of inexperienced counsel, resulting in the LLC’s dissolution following the death of its sole member.
Continue Reading
Who Gets to Play the Bankruptcy Card Under Your LLC Agreement?
This week’s New York Business Divorce examines a rare court case at the intersection of business divorce and bankruptcy law, in which the court had to decide whether one of several managing members of an LLC had authority on his own to file a bankruptcy petition on the LLC’s behalf.
Continue Reading
Ambiguous Advancement Provision Favors Former Officer and Director
Is a former director and officer entitled to advancement of legal fees incurred in the defense of legal claims asserted against her by the corporation? That was the question decided by VC Glasscock of the Delaware Chancery Court in a case where the corporate charter’s indemnification and advancement provisions were not a model of clarity.
Continue Reading