It’s back! For the third week in a row, New York Business Divorce examines a decision by Manhattan Commercial Division Justice Saliann Scarpulla in a multi-faceted feud among members of the Yu family, this time requiring the court to balance the fiduciary duty owed by LLC managers against the right to amend the operating agreement without the consent of the affected minority member.
Continue Reading Does This Decision Put the Brakes on Non-Unanimous Amendments to Operating Agreements?
Judicial Dissolution and the Weaponized LLC
This weeks New York Business Divorce examines a recent decision by Justice Saliann Scarpulla, dismissing a complaint seeking judicial dissolution of two family-owned LLCs in which the plaintiff alleged that his siblings’ actions were in furtherance of a “personal vendetta.”
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Repeat After Me: You May Not Expel a Member of a New York LLC Unless the Operating Agreement Says So
If you’re an LLC member or member’s lawyer thinking about expelling a misbehaving co-member, but without authorization to do so in the operating agreement, read this post and think again.
Continue Reading Repeat After Me: You May Not Expel a Member of a New York LLC Unless the Operating Agreement Says So
Past is Prologue: Refusal to Adopt Dividend Policy After Petitioner Resigns Not Ground for Dissolution
Merit-based bonuses protected by the business judgment rule, or de facto dividends? That was the central question on which depended the outcome of a common-law dissolution claim in a case decided last month by a New York appellate panel involving a family-owned business. Learn more in this week’s New York Business Divorce.
Continue Reading Past is Prologue: Refusal to Adopt Dividend Policy After Petitioner Resigns Not Ground for Dissolution
Gymnastics Business Falls Off the Beam in LLC Dissolution Case
A rare post-trial decision granting a minority member’s petition for judicial dissolution of an LLC with no operating agreement takes the spotlight in this week’s New York Business Divorce.
Continue Reading Gymnastics Business Falls Off the Beam in LLC Dissolution Case
LLC Dissolution Statutes Under the Microscope: Podcast Interview with Professor Douglas Moll
This week’s New York Business Divorce highlights and links to a Business Divorce Roundtable podcast interview with Professor Douglas Moll, one of the country’s leading authorities on closely held business entities, in which he discusses the findings from his nationwide survey of LLC judicial dissolution statutes.
Continue Reading LLC Dissolution Statutes Under the Microscope: Podcast Interview with Professor Douglas Moll
Summer Shorts: Partnership Appraisal and Other Recent Decisions of Interest
This 8th annual edition of Summer Shorts presents brief commentary on three decisions of interest in business divorce cases, including an appraisal contest involving a law firm partnership interest; a dispute whether a shareholder agreement was merely a profit-sharing agreement; and a challenge to federal court jurisdiction over a statutory dissolution claim.
Continue Reading Summer Shorts: Partnership Appraisal and Other Recent Decisions of Interest
49% Shareholder Can’t Seek Deadlock Dissolution Despite Shareholders’ Agreement Granting Co-Equal Control
Can a 49% shareholder who has co-equal control rights per the shareholders agreement bring an action for deadlock dissolution? Get the answer in this week’s New York Business Divorce.
Continue Reading 49% Shareholder Can’t Seek Deadlock Dissolution Despite Shareholders’ Agreement Granting Co-Equal Control
Dissension Follows When Business Owners Don’t Put Their IP House in Order
Intellectual property rights can be the lifeblood of a business. This week’s New York Business Divorce highlights a pair of recent cases involving disputes among the co-owners of closely held firms over the ownership of IP critical to the firms’ prosperity or even existence.
Continue Reading Dissension Follows When Business Owners Don’t Put Their IP House in Order
Dead Men Tell No Tales of Shareholder Buy-Outs Gone Sour
An eight-year litigation saga in a dispute over a below-market sale of shares in a realty holding company came to end last month when the Appellate Division, First Department, affirmed an order dismissing the complaint in Gourary v Laster. Read more in this week’s New York Business Divorce.
Continue Reading Dead Men Tell No Tales of Shareholder Buy-Outs Gone Sour