When cash never hits the books, can an accounting still deliver meaningful relief? A recent decision offers answers—and warnings.
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Can an Equitable Accounting Find the Missing Cash?
Hop Farmers Face Membership Forfeiture as a Deadlock Breaker and a Bitter Lesson on Pleading Shortcuts
The Appellate Division, Second Department delivered last week a fascinating case pitting a deadlock-based LLC dissolution petition against an equity forfeiture provision in the parties’ operating agreement. Add to that a bracing reminder that lazy pleadings and procedural missteps in special proceedings can be outcome-determinative, and Ribeiro v Libutti, 2025 NY Slip Op 06865 (2d Dept Dec. 10, 2025), becomes a cautionary tale for business owners and litigators alike.
The Valuation Discount That No One Can Agree On, Still
A new First Department decision proves once again that no one can agree on the Discount for Lack of Marketability.
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Too Much Spin on the Numbers: What a Law Firm Breakup Teaches About Valuation Disputes
This week’s post shows that when it comes to business valuations, a little air adds lift—but too much and credibility goes pop.
The Bad Faith Defense to Opportunistic Expulsion
Think bad faith can save you from expulsion? A new ruling shows just how slim that lifeline really is.
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Over the Limit: Can Equity Trump the Certificate of Incorporation’s Share Cap?
A recent Second Department decision confronts the rigid requirements of the BCL and considers whether equity can rescue shareholders who attempt to issue shares beyond those authorized by the certificate of incorporation.
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Court of Appeals Again Bolsters Internal Affairs Doctrine, This Time Clipping Derivative Suits Brought on Behalf of Foreign Corporations
What must a shareholder show to maintain a derivative action on behalf of a foreign corporation doing business in New York? This week’s post unpacks the Court of Appeals’ emphatic reaffirmation of the internal affairs doctrine.
Capital Call Cancelled: A Fairness Defense to the Majority’s Mandatory Capital Call
This week’s post unpacks a novel estoppel defense that put the brakes on the manager’s right to make a mandatory capital call.
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The Humble LLC Exculpation Clause Wins Big: Member/CEO Escapes $8M Fiduciary Claims
Section 417 of New York’s LLC Law permits the members to eliminate their fiduciary duties, but only in very narrow circumstances. This week’s post shows how the seemingly toothless provision can carry the day.
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Beyond Fair Value: When Shareholder Oppression Demands Interest and Damages
Two recent cases, one from the Second Department and one from Suffolk County Justice Garguilo, shed light on some of the more nuanced issues in shareholder oppression litigation: the “equitable” prejudgment interest rate to be applied to a buyout under BCL 1118, and the relationship between a claim for dissolution and one for money damages.
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