The expulsion of an LLC member for breach of the LLC agreement, when combined with buyout provisions that leave the expelled member with little or no return on investment, is a sure-fire recipe for litigation, as evidenced in a recent decision by Manhattan Commercial Division Justice Melvin Schweitzer in Jain v. Rasteh. Read about it in this week’s New York Business Divorce.
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It Only Took 16 Years: New York Appellate Court Defines Standard for Judicial Dissolution of Limited Liability Companies
On January 26th, in a case called Matter of 1545 Ocean Avenue, LLC, the Appellate Division, Second Department, became the first New York appellate court since the LLC Law’s enactment in 1994 to articulate a standard for judicial dissolution of limited liability companies. Read about Justice Leonard Austin’s scholarly opinion for the court, from which two justices dissented in part, in this week’s New York Business Divorce.
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Interview with Delaware LLC Experts and Practice Manual Co-Authors John Cunningham and Vernon Proctor: Part II
This week’s New York Business Divorce presents Part II of my interview with the co-authors of “Drafting Delaware LLC Agreements”, in which prominent Delaware lawyer and LLC expert Vernon Proctor answers questions about Delaware LLCs from the litigator’s perspective. Don’t miss it!
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Interview with Delaware LLC Experts and Practice Manual Co-Authors John Cunningham and Vernon Proctor: Part I
The importance of a well-drafted operating agreement cannot be underestimated when it comes to keeping the peace among members of a limited liability company. This week’s New York Business Divorce presents the first of a two-part interview of LLC experts John Cunningham and Vernon Proctor who have co-authored a highly recommended new formbook and practice manual called “Drafting Delaware LLC Agreements”.
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Do Advancement and Indemnification Rights Include Defense Costs of Litigation Misconduct After Officer Leaves Company?
The business partnership breakup and hydra-headed litigation known as Ficus Investments, Inc. v. Private Capital Management, LLC, is the subject of this week’s New York Business Divorce, as it looks at a recent, important ruling by Manhattan Commercial Division Justice Bernard Fried addressing rights of advancement and indemnification for litigation misconduct.
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Winding Up an Acrimonious Partnership Following Death of a Partner
The Partnership Law’s default provisions provide a roadmap for Justice Timothy Driscoll’s recent decision, highlighted in this week’s New York Business Divorce, involving the dissolution of a family real estate partnership following the death of one of its partners.
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Court Invalidates Control-Shifting Stock Transfer Made in Violation of Corporation’s Right of First Refusal
The right of first refusal, commonly used to restrict stock transfers in closely held corporations, continues to live up to its reputation as one of the most reliable generators of employment for litigation attorneys in Giaimo v. EGA Associates Inc., in which the Appellate Division, First Department, recently reversed a lower court’s ruling denying summary judgment in a battle for corporate control between brother and sister. It’s in this week’s New York Business Divorce.
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Top 10 Business Divorce Cases of 2009
It’s the second anniversary of New York Business Divorce, and what better way to celebrate the occasion, and the New Year, than a look back at 2009’s top-10 business divorce cases.
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NY Business Divorce Adds Case Alerts via Twitter
There’s a new twitter module in the sidebar of this blog. The module displays my most recent tweets and provides a link for anyone who’d like to follow me. My tweets will be devoted primarily to short descriptions of, and links to, newly released court decisions of interest to business lawyers and other professionals.
For some time I’ve been following the twitter phenomenon from afar, with a special
Two-Member LLC Operating Agreement Contains Recipe for Dissension and Litigation
Case law involving judicial dissolution of LLCs is still in its infancy. A recent Delaware Chancery Court decision takes another small developmental step, while also highlighting the need for operating agreement buy-sell provisions that stand a reasonable chance of avoiding business divorce litigation. It’s in this week’s New York Business Divorce.
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