The Delaware Court of Chancery last week issued a ruling of first impression applying the statute of frauds to invalidate an alleged oral LLC operating agreement. Will the ruling have any impact on New York LLCs? Find out in this week’s New York Business Divorce.
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Terminated Member of Professional Corporation is Not Entitled to Statutory Stock Redemption
Professional service corporations are “interesting” and “strange creatures”, says Justice Ira B. Warshawsky in a recent decision rejecting a claim for statutory buyout in a suit brought by a terminated partner in a law firm organized as a professional corporation. Get the story in this week’s New York Business Divorce.
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Delaware Court of Chancery Narrowly Construes LLC Dissolution Statute
When it comes to rulings by its Court of Chancery, what happens in Delaware definitely does not stay in Delaware. This week’s New York Business Divorce looks at a recent decision by that important court, dismissing a petition for judicial dissolution of a Delaware LLC.
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Certified Partisan Accountant? Court Allows LLC Member’s Suit Against Company’s CPA, Alleging Improper Assistance to Other Member in Judicial Dissolution Proceeding
When company co-owners fight, “Duck for cover!” may be the best advice for the company’s outside accountant. In this week’s New York Business Divorce, read about a CPA firm that got caught in the crossfire of a dissolution contest and ended up having to defend itself against allegations of improper partisanship.
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Post-Tzolis Rulings Address Demand and Contemporaneous Ownership Requirements for LLC Derivative Actions
The Court of Appeals in Tzolis v. Wolff authorized derivative suits on behalf of LLCs. This week’s New York Business Divorce looks at two post-Tzolis lower court decisions addressing pre-action demand and contemporaneous ownership requirements for such suits.
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Spouses Holding Shares as Joint Tenants Must Jointly Petition for Corporate Dissolution
When husband and wife hold shares as joint tenants with right of survivorship, can one of them seek corporate dissolution without joining the other? Get the answer in this week’s New York Business Divorce.
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A Case of Mutual Frustration: Minority Member of LLC Can’t Compel Dissolution, Majority Can’t Compel Buyout
It’s the perfect LLC storm: Accusations by the minority member of overreaching and breach of fiduciary duty by the controlling members, no operating agreement, and an LLC statute that affords neither party a judicial means of achieving the separation they each want. Read about it in this week’s New York Business Divorce.
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Further Thoughts on Youngwall and Judicial Dissolution of the Unprofitable LLC
Matter of Youngwall, in which Justice Stephen Bucaria last March dissolved an unprofitable LLC owned by two brothers, makes another appearance in this week’s New York Business Divorce, this time focusing on the court’s recent decision denying a motion for reconsideration.
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WWDD (What Would Delaware Do) With an In Terrorem LLC Dissolution Waiver Clause?
Two courts, one in Delaware and the other in New York, are asked to enforce operating agreements waiving the right to seek judicial dissolution of an LLC. Only one of them says “yes.” Can you guess which one? Get the answer in this week’s New York Business Divorce.
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Mandatory Arbitration of Dissolution Proceedings
Do broad arbitration clauses in shareholders’ agreements mandate arbitration of petitions for involuntary corporate dissolution? Find out in this week’s New York Business Divorce.
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