Last week’s decision by Chancellor Bouchard in Acela v. DiFalco involves a flawed deadlock resolution provision in an LLC agreement that not only failed to resolve deadlock, it was exploited by one side to create deadlock. Learn more in this week’s New York Business Divorce.
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Deadlock
Arbitrating Deadlock: A Conversation with Arbitrator Erica Garay
By Peter Mahler on
This week’s New York Business Divorce highlights and links to a Business Divorce Roundtable podcast interview with arbitrator/mediator Erica Garay on the novel topic of arbitrating deadlock between 50/50 owners of closely held business entities.…
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Judicial Dissolution as the Nuclear Option When Other Means Falter
By Peter Mahler on
Posted in Deadlock, Receivership
This week’s New York Business Divorce discusses basic litigation options in business divorce matters and highlights a recent court decision illustrating the use of a judicial dissolution proceeding as the “nuclear option” to break the litigation logjam.…
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49% Shareholder Can’t Seek Deadlock Dissolution Despite Shareholders’ Agreement Granting Co-Equal Control
By Peter Mahler on
Can a 49% shareholder who has co-equal control rights per the shareholders agreement bring an action for deadlock dissolution? Get the answer in this week’s New York Business Divorce.…
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Anyone Think Binding Mediation to Break Deadlock Is a Good Idea?
By Peter Mahler on
This week’s New York Business Divorce analyzes the use of binding mediation to resolve deadlock between 50/50 business owners, a device whose use was affirmed on appeal in a decision last week by the Appellate Division, First Department.…
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Court Grants 50% LLC Member Derivative Right to Defend Action Brought by Other 50% Member’s Solely Owned Company
By Peter Mahler on
In a first impression ruling, the Second Circuit U.S. Court of Appeals upheld an LLC member’s derivative right to defend litigation brought against the LLC by one of its other members. Read about it in this week’s New York Business Divorce. …
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One 50% Shareholder Wants to Sell or Liquidate the Business. The Other Wants to Keep It Going. Is That Deadlock?
By Peter Mahler on
50/50 shareholders disagree whether to liquidate the business or continue it. Is that enough for a deadlock dissolution petition? Find out in this week’s New York Business Divorce.…
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Winter Case Notes: LLC Deadlock and Other Recent Decisions of Interest
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. …
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Court Defines “True Deadlock”
By Peter Mahler on
The Supreme Court of Massachusetts recently formulated a useful, four-factor test for “true deadlock” in corporate dissolution cases. Learn more in this week’s New York Business Divorce.…
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Summer Shorts: Three Must-Read Decisions
This 7th annual edition of Summer Shorts presents brief commentary on three must-read decisions in business divorce cases involving the use of special litigation committees in derivative actions by LLC members; dissolution of a family-owned real estate holding corporation and LLC; and a Delaware case in which Chancery Court ordered dissolution of a deadlocked LLC co-owned by celebrity chef Gordon Ramsay. …
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