This week’s New York Business Divorce compares two cases of closely-held business owner withdrawal, one involving an LLC, the other a general partnership, one resulting in a right to an accounting, the other not. Why the difference? Read on to find out.
Continue Reading Two Entities, Two Outcomes: Withdrawal and the Right to an Accounting

It’s time for another cross-country trip in this week’s New York Business Divorce which summarizes a quintet of recent appellate decisions in business divorce cases by courts outside New York.
Continue Reading Business Divorce Nation: A Cross-Country Tour of Recent Decisions of Interest

Can an LLC member with a put option–the right to sell his interest back to the LLC–exercise that option when doing so will render the LLC insolvent? This week’s New York Business Divorce post highlights a recent decision by Justice Masley of the New York County Commercial Division considering this issue.
Continue Reading Departing LLC Members: Exercise Your Put Option Before Insolvency Approaches

This week’s New York Business Divorce, authored by Peter J. Sluka, looks at a first-impression decision by the Delaware Chancery Court in which the court characterized a shareholder buy-out provision as a call option, with consequences for the company’s attempt to revoke its initiation of the buy-out.
Continue Reading Consider Whether Your Buy-Sell Provision is a Call Option Before Pulling the Trigger

George Costanza would be unhappy to hear about an Appellate Division decision last week affirming a trial court ruling, among others of interest in an LLC appraisal proceeding, in which it rejected as “double dipping” a request for post-valuation date income distributions on top of the fair value award. Learn more in this week’s New York Business Divorce.
Continue Reading No Double Dipping! Court Denies Post-Valuation Date Distributions in Equitable Buyout of LLC Member

Entering its fifth year of litigation featuring two rulings by the Appellate Division in 2017 and last week, the case of Rubin v Baumann is another example of LLCs that suffer from inadequate operating agreements. Learn more in this week’s New York Business Divorce.
Continue Reading Operating Agreement Spawns Multiple Disputes Between 50/50 Members of Realty Holding LLC

This week’s New York Business Divorce travels to South Dakota whose Supreme Court recently issued a noteworthy decision denying judicial dissolution of a single-asset realty holding LLC that primarily operated a bar and camping facility for only 10 days each year during the Sturgis Motorcycle Rally.
Continue Reading Chicken Sh*t Bingo Fans Rejoice: The Dragpipe Saloon Survives a Dissolution Scare