In an important ruling yesterday, the Delaware Supreme Court upheld application of the statute of frauds to oral LLC operating agreements. Today’s posting links to Professor Larry Ribstein’s analysis.
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Bankruptcy Court’s Ruling Does Not Establish “Floor” Value in Subsequent Stock Appraisal Proceeding
An interesting new decision by Queens County Justice Peter Kelly in a stock valuation proceeding wrestles with issue preclusion stemming from a bankruptcy court’s rejection of a proposed settlement involving the petitioner’s shares. This week’s New York Business Divorce explains.
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Interview with Law Professor Larry Ribstein on his New Book, “The Rise of the Uncorporation”
Law Professor, prolific author and ABA Top-100 blogger Larry Ribstein is a superstar in the world of LLCs and other unincorporated business entities. This week’s New York Business Divorce presents an interview with Professor Ribstein on the subject of his new book, The Rise of the Uncorporation, which is must reading for anyone interested in this area of the law.
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Contender to 50% Stock Interest Wins Decisive Round in Battle Over Nominee Agreement
The fascinating case of Yemini v. Goldberg, involving the enforceability of a Nominee Agreement between two 50% shareholders, makes its second appearance in this week’s New York Business Divorce on the occasion of a new decision in the case by Justice Stephen Bucaria.
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Beware Unreasonable Restraints on Alienation When Drafting Shareholder and Operating Agreements
Shareholder and operating agreements typically contain provisions restricting the right to transfer stock or membership interests. A recent decision by Justice Ira Warshawsky in Verderber v. Commander Enterprises Centereach, LLC, in which he refused to grant a preliminary injunction enforcing a transfer restriction, prompts this week’s New York Business Divorce to examine the ancient rule against unreasonable restraints on alienation.
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Valuing Shares in a Residential Co-op Corporation: Is the Whole Worth More Than the Sum of its Parts?
A rare case stemming from a petition to dissolve a residential co-op corporation is the subject of this week’s New York Business Divorce. The decision by Justice Carolyn Demarest in McDaniel v. 162 Columbia Heights addresses challenging valuation issues for this unique type of business corporation.
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The Importance of Identifying Your Client — And Who’s Not Your Client — When Preparing Shareholder Agreements
The attorney who prepares a shareholders’ agreement without documenting exactly whom the attorney does and doesn’t represent, and without appropriate disclosure of conflicts when representing multiple shareholders with divergent interests, is asking for trouble, at least, that’s the lesson to be drawn from a recent decision by Justice Carolyn Demarest in Schlissel v. Subramanian, featured in this week’s New York Business Divorce.
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Interview with Law Professor Douglas Moll, Leading Authority on Shareholder Oppression
This week’s New York Business Divorce features an interview with Douglas Moll, Professor of Law at the University of Houston Law Center and one of the leading authorities on shareholder oppression in close corporations. Professor Moll answers questions about minority shareholder protection, LLCs, Delaware law, and also talks about his newly published treatise called The Law of Closely Held Corporations.
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Fired Minority Shareholder’s Oppression Claim Not Barred by At-Will Employment Provisions in Shareholders’ Agreement
When majority shareholders, for good or bad reason, terminate the minority shareholder’s employment in a closely held company that pays no dividends, is the minority shareholder’s at-will employment status a defense to an involuntary corporate dissolution proceeding? The answer arrives in this week’s New York Business Divorce courtesy of a recent decision by Justice Marily Shafer in the case of Ambar v. Devington Technologies, Ltd.
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Dissolution Counterclaim Fails to Stall Action for Goods Sold and Delivered
How might involuntary corporate dissolution figure into what otherwise would be a garden variety action for goods sold and delivered? Find out in this week’s New York Business Divorce as it examines a recent decision by Justice Daniel Palmieri in The Woods Knife Corp. v. Eastman Machine Co.
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