“Can I withdraw?” is a question frequently posed by unhappy LLC members to their legal counsel. This week’s New York Business Divorce features a recap of a highly informative conversation on that topic conducted on the Listserv of the ABA Business Law Section’s Committee on LLCs, Partnerships and Unincorporated Entities.
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“Rank Pretext Will Not Do”: Court Enjoins Freeze-Out Merger With No Corporate Benefit
“Rank pretext will not do.” With those words, a Manhattan judge preliminarily enjoined a freeze-out merger in the absence of credible evidence that the merger advanced a general corporate purpose. Get the full story in this week’s New York Business Divorce.
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Disputes Over Member Status Continue to Roil the LLC Waters
What is it about LLCs that spawn so many lawsuits over member status and percentage interests? This week’s New York Business Divorce may not have the answer, but it does highlight a trio of recent court decisions involving disputed ownership claims.
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Business Judgment Rule Prevails in Fight Over Liquidation Plan for Dissolved Madoff Feeder Fund
It’s been almost 12 years since Bernie Madoff’s Ponzi scheme exploded, inflicting billions in losses on thousands of investors. This week’s New York Business Divorce examines a first-impression ruling by Manhattan Commercial Division Justice Joel M. Cohen in which he upheld a plan of liquidation of a dissolved Madoff feeder fund organized as an LLC.
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Consider Whether Your Buy-Sell Provision is a Call Option Before Pulling the Trigger
This week’s New York Business Divorce, authored by Peter J. Sluka, looks at a first-impression decision by the Delaware Chancery Court in which the court characterized a shareholder buy-out provision as a call option, with consequences for the company’s attempt to revoke its initiation of the buy-out.
Continue Reading Consider Whether Your Buy-Sell Provision is a Call Option Before Pulling the Trigger
A Trio of Recent Business Divorce Decisions by Manhattan Commercial Division Judges
The months-long shutdown of New York courts due to the COVID-19 pandemic did not stop the judges of the Manhattan Commercial Division from issuing a number of noteworthy decisions in business divorce cases. This week’s New York Business Divorce highlights three of them.
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This Single-Appraiser Buy-Sell Agreement Was Asking for Trouble
This week’s New York Business Divorce highlights a recent decision by Justice Joel M. Cohen in a fascinating, high stakes case involving an allegedly “rigged” appraisal pursuant to a repurchase option in an LLC agreement.
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$30 Million Appraisal of Plumbing Fixtures “Marketeer” Goes Down the Drain at Fair Value Hearing
Was the company worth $30 million or $6 million? That was the question recently decided by Justice Vito M. DeStefano who presided over a 7-day fair-value appraisal hearing in Magarik v. Kraus USA, Inc. This week’s New York Business Divorce has the story.
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Member Liquidity, Default Rules, and the Corporate-ization of LLCs: A Conversation with Dean Donald J. Weidner
This week’s New York Business Divorce features my podcast interview of Donald J. Weidner, Dean Emeritus of Florida State University College of Law, about his forthcoming article in The Business Lawyer entitled LLC Default Rules Are Hazardous to Member Liquidity.
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When an LLC Manager’s “Sole and Absolute Discretion” is Neither Sole Nor Absolute
Is there such a thing as a contractually-infused, common-law fiduciary duty that can override an LLC manager’s “sole and absolute discretion”? Decide for yourself when you read this week’s New York Business Divorce.
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