When it comes to documenting ownership of closely held corporations, as Art Linkletter would have said, shareholders do the darndest things. There’s no better illustration of this than Matter of Sunburst Associates, Inc. decided last week by the Appellate Division, Third Department, in a judicial dissolution proceeding brought by a putative 50% shareholder. This week’s New York Business Divorce has the story.
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Elimination of LLC Manager’s Fiduciary Duties Divides Appellate Panel
Delaware decisional law holds that members of a Delaware LLC may eliminate the LLC manager’s default fiduciary duties by explicit disclaimer in the LLC agreement. In its decision last month in Kagan v. HMC-New York, Inc., a divided panel of the Appellate Division, First Department, disagreed whether the wording of a fiduciary disclaimer in an LLC agreement was sufficiently precise to warrant summary dismissal of fiduciary breach claims. Learn more about this important topic in this week’s New York Business Divorce.
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The Judicial Perspective on Business Divorce Litigation: Interview with Hon. Ira B. Warshawsky
This week’s New York Business Divorce presents an informative interview on the topic of business divorce litigation with the Honorable Justice Ira B. Warshawsky, who recently retired after 25 years on the bench. You won’t want to miss it.
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The Importance of Defining Capital Contributions in the LLC Agreement
Litigation over capital contributions by LLC members once again takes center stage in this week’s New York Business Divorce. The featured decision by Justice Emily Pines in Duff v. Curto highlights the risks taken when business partners fail to define capital obligations in the operating agreement.
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A Question of Procedure: Are Merits-Based Pre-Answer Dismissal Motions Allowed in Dissolution Proceedings?
Justice Thomas Whelan, the newest member of Suffolk County Supreme Court’s Commercial Division, offers some important procedural guidance concerning dismissal motions in dissolution proceedings in a decision last month in Matter of Langella. It’s in this week’s New York Business Divorce.
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Family Feud Highlights Hurdles to Derivative Actions Against Close Corporation Directors
A lawsuit among siblings who co-own a business that owns and operates a boat yard is fodder for an interesting decision earlier this month by Suffolk County Commercial Division Justice Elizabeth Emerson in Gillette v. Sembler. The decision, which addresses the requirement for pre-suit demand for derivative claims, is featured in this week’s New York Business Divorce.
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What Does Chancellor Strine’s Auriga Capital Decision Teach Us About Fiduciary Duties of New York LLC Managers? (Part Two)
Last week’s New York Business Divorce looked at Auriga Capital v. Gatz in which Chancellor Leo Strine of the Delaware Chancery Court undertook a comprehensive analysis of LLC manager fiduciary duties under Delaware law. This week’s post takes a comparative look at New York LLC manager duties.
Continue Reading What Does Chancellor Strine’s Auriga Capital Decision Teach Us About Fiduciary Duties of New York LLC Managers? (Part Two)
What Does Chancellor Strine’s Auriga Capital Decision Teach Us About Fiduciary Duties of New York LLC Managers? (Part One)
In the first of a two-part series, this week’s New York Business Divorce looks at the Delaware Chancery Court’s important decision last month in Auriga Capital v. Gatz in which Chancellor Leo Strine, Jr. sets forth an analytic framework for imposition of fiduciary duties on managers of Delaware LLCs. Next week’s post will compare the law governing fiduciary duties of New York LLC managers.
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A Toxic Mix of Family and Business
Dissension between members of a family-owned business can present especially difficult issues when litigation erupts. This week’s New York Business Divorce highlights recent decisions by Justices Timothy Driscoll (Nassau County), Emily Pines (Suffolk County) and Deborah Kaplan (Manhattan) involving dissolution and related claims among warring family members.
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Forensic Accounting Helps Wins the Day in Oppressed Shareholder Stock Valuation Proceeding
A recent decision by Queens County Commercial Division Justice Orin Kitzes in Matter of Adelstein illustrates the crucial role of forensic accounting in testing and adjusting a company’s financial statements for purposes of stock valuation in an oppressed minority shareholder case. Read more in this week’s New York Business Divorce.
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