Access to Books and Records

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Actions by non-managing business owners to gain access to company books and records are often precursors to dissolution or other more momentous litigation. The Delaware Court of Chancery recently issued several decisions in books and records actions involving LLCs which may provide guidance in cases involving New York LLCs as well. Catch up with the developments in this week’s New York Business Divorce.
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Continue Reading Delaware Chancery Court Rulings Interpret Member Rights to Inspect LLC’s Books and Records

Common law dissolution is something of a remedy of last resort for the oppressed minority shareholder who does not hold the requisite 20% of the corporation’s voting shares to bring a dissolution proceeding under BCL Section 1104-a. This week’s New York Business Divorce highlights a recent decision by Queens County Commercial Division Justice Orin Kitzes ordering a hearing to determine a common law dissolution petition brought by 15% shareholders of a restaurant business.
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Continue Reading Court Orders Hearing On Minority Shareholder’s Petition for Common Law Dissolution

In the aftermath of last year’s Court of Appeals decision in Tzolis v. Wolff, giving LLC members a common law right to bring derivative actions, the Appellate Division, First Department, recently faced the question: Does Tzolis mandate recognition of an LLC member’s common law right to compel an equitable accounting of the LLC’s business affairs? See how the court answered in this week’s New York Business Divorce.
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Continue Reading Court Adds Accounting Remedy to LLC Members’ Arsenal

The LLC Law gives members certain rights to inspect company records. Read this week’s New York Business Divorce to find out how courts have taken different approaches to the issue.
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Continue Reading Statute and Cases Create Uncertainty Over LLC Member’s Right to Inspect Books and Records