An appellate ruling last week in a dispute between a putative 50% LLC member and the other party claiming to be the sole member raises the issue whether a written operating agreement, to be enforceable, requires signatures. Read more in this week’s New York Business Divorce.
Continue Reading If LLC Agreement Must Be in Writing, Must it Be Signed?
This week’s New York Business Divorce offers its annual Winter Case Notes with synopses of five recent decisions in business divorce cases involving LLC dissolution, cash-out merger, LLC member expulsion, and more.
Continue Reading Winter Case Notes: LLC Deadlock and Other Recent Decisions of Interest
Justice Elizabeth Emerson’s recent decision in Sardis v Sardis, denying a fee application under Section 626 (e) of the Business Corporation Law, is essential reading for counsel involved in shareholder derivative actions. Get the story in this week’s New York Business Divorce.
Continue Reading Finding No “Therapeutic” Benefit to Corporation, Court Denies Fee Award in Discontinued Shareholder Derivative Action
New York’s highest court last week agreed to hear an appeal in a case that raises important issues concerning wrongful dissolution, damages, and valuation discounts under New York’s partnership law. Learn more in this week’s New York Business Divorce.
Continue Reading Court of Appeals to Decide Controversial Partnership Dissolution Case
A recent decision by Justice Stephen A. Bucaria in a common-law dissolution case prompts a look at the rules governing use of company funds to pay legal fees in dissolution cases. Learn more in this week’s New York Business Divorce.
Continue Reading The Prohibition Against Using Company Funds for Legal Fees in Dissolution Proceedings
The Appellate Division, Second Department, last week decided three appeals in the same business divorce case, addressing important issues concerning claims for LLC dissolution, equitable buyout, and use of company monies for legal fees defending dissolution proceedings. This week’s New York Business Divorce has the story.
Continue Reading One Parking Lot, Two Brothers, Three Decisions
Pizza’s on the menu in this week’s New York Business Divorce, or at least a dispute between co-members of an LLC that owns a popular Manhattan pizzeria. Just don’t look for any extra cheese on Justice Sherwood’s recent decision in Manzella v. Caporuscio, authorizing the majority member to terminate the minority member’s employment.
Continue Reading Pizza Chef with Bigger Piece of LLC Pie Allowed to Terminate Minority Member’s Employment
Controlling shareholders who oppose corporate dissolution proceedings may be tempted to use company funds to pay their legal fees. This week’s New York Business Divorce features a decision by Justice Orin Kitzes holding in contempt of court a majority shareholder who did just that,
Continue Reading Court Holds Shareholder in Contempt for Using Company Funds to Pay Legal Fees
A Manhattan appellate panel’s ruling last month provides a cautionary lesson about the need to anticipate and address tax issues, including potential taxes on phantom income, when negotiating buyout settlements involving shares in passthrough entities. You’ll find it in this week’s New York Business Divorce.
Continue Reading Negotiating a Buyout? Don’t Overlook Taxes on Phantom Income
This week’s New York Business Divorce features an important decision last month by Justice Vito DeStefano in which he upheld a claim for advancement of legal fees incurred by a close corporation minority shareholder, director and former officer, who initiated suit against the controlling shareholder, in defending counterclaims asserted in the name and right of the company.
Continue Reading Court Upholds Former Officer’s Right to Seek Indemnity and Advancement in Intra-Company Dispute