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.
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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.
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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.
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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.
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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.
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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.
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Can a Deadlock Resolution Provision Cause Deadlock? This One Did
Last week’s decision by Chancellor Bouchard in Acela v. DiFalco involves a flawed deadlock resolution provision in an LLC agreement that not only failed to resolve deadlock, it was exploited by one side to create deadlock. Learn more in this week’s New York Business Divorce.
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Half-Baked LLC Agreement Yields Improvised Valuation Decision
A rudimentary, “de facto” operating agreement with a cryptic withdrawal/buyout provision predictably set the stage for a unique valuation contest in the Delaware case highlighted in this week’s New York Business Divorce.
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For Want of a Penny: Business Divorce Case Almost Makes it Into Federal Court
There are many hurdles to bringing a business divorce case in federal court based on diversity of citizenship. This week’s New York Business Divorce examines one case in which the would-be federal litigant almost – but not quite – made it through the door of a federal courthouse.
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Third Time’s Not a Charm in LLC Dissolution Case
The hard-fought business divorce between brothers Nissim and Avraham Kassab makes its fifth appearance in five years with this week’s post highlighting a recent decision by Justice Timothy Dufficy dismissing for the third time Nissim’s effort to dissolve an LLC that owns vacant realty in downtown Jamaica, Queens.
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