It’s back! For the third week in a row, New York Business Divorce examines a decision by Manhattan Commercial Division Justice Saliann Scarpulla in a multi-faceted feud among members of the Yu family, this time requiring the court to balance the fiduciary duty owed by LLC managers against the right to amend the operating agreement without the consent of the affected minority member.
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This weeks New York Business Divorce examines a recent decision by Justice Saliann Scarpulla, dismissing a complaint seeking judicial dissolution of two family-owned LLCs in which the plaintiff alleged that his siblings’ actions were in furtherance of a “personal vendetta.”
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Few recent cases in the business divorce field are as important as last week’s appellate affirmance in the Shapiro case, allowing majority LLC members to adopt an operating agreement that binds non-signatory minority members. Get the story in this week’s New York Business Divorce.
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Brooklyn’s newest Commercial Division Justice, Sylvia G. Ash, last month handed down an interesting decision denying a petition for judicial dissolution of an LLC brought by a 25% member alleging freeze-out. Catch up with the latest developments in this week’s New York Business Divorce.
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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.
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You may be surprised to learn that, according to a ruling last month in Shapiro v Ettenson, a minority member of a New York LLC that initially had no written operating agreement is bound by a written operating agreement subsequently adopted by the majority members, notwithstanding the minority member’s refusal to sign the agreement. Get the detailed story in this week’s New York Business Divorce.
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In Digirolomo v. Sugar LI, LLC, decided last month by Justice Stephen Bucaria, the court devised a novel solution in a lawsuit between LLC members, designed to bring about an equitable buy-out, by conditioning injunctive relief on the plaintiffs filing an amended complaint seeking dissolution. Don’t miss it in this week’s New York Business Divorce.
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Provisions in LLC operating agreements, penalizing members for failing to make capital contributions, have generated a number of court decisions in recent years, but none as interesting and perhaps controversial as last week’s ruling by the Appellate Division, First Department, in Antonini v. Petito. You won’t want to miss it in this week’s New York Business Divorce.

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