Does an LLC’s member’s pulling the trigger on a shotgun buy-sell agreement foreclose a petition for deadlock-based dissolution? Not if the members can’t agree on the terms of the sale, holds Vice Chancellor Slights.
Continue Reading Holes in Shotgun Buy-Sell Agreement Keep Deadlock Dissolution Petition Alive
If man’s first sin was eating the apple, a business valuator’s greatest sin is mixing apples and oranges. In Dieckman v. Regency GP, LP, Chancellor Bouchard denied the Plaintiff’s bid for $1.6 billion in damages, even after finding that the defendant general partner breached the partnership agreement’s implied duty of good faith and fair dealing. The decision rests on Chancellor Bouchard’s complete rejection of Plaintiff’s damages calculation on the grounds that it was akin to “comparing apples to oranges.”
Continue Reading General Partner Breached Implied Covenants in Partnership Agreement, but Plaintiff’s “Apples-to-Oranges” Calculation Dooms Bid for Damages
Serving as the tiebreaker on a equally divided board of directors can be a thankless task, which puts it mildly when one faction sues to remove the tiebreaker. This week’s New York Business Divorce highlights a noteworthy case in which a 50% member of a Delaware LLC claimed the right to unilaterally remove the designated tiebreaker.
Continue Reading It Takes Two to Remove a Tiebreaker
You’d think amidst the COVID-19 pandemic, with restaurants struggling to stay open, that their owners would have more pressing issues to deal with than litigating against their co-owners, but as you’ll see in this week’s New York Business Divorce, some things never change.
Continue Reading Business Divorce on the Menu
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
A ministerial failure to replace the registered agent of a Delaware LLC ultimately started a chain of events leading to the dismissal last month by a New York appellate court of a direct action by the LLC against its former managers. Get the full story in this week’s New York Business Divorce.
Continue Reading Unauthorized Certificate of Revival Dooms Delaware LLC’s Claims Against Former Managing Members
This week’s New York Business Divorce offers its annual Winter Case Notes with synopses of five noteworthy decisions by courts in New York, Colorado, and Delaware.
Continue Reading Winter Case Notes: Time-Barred Dissolution Petition and Other Decisions of Interest
In its ruling last week in Carr v Global Payments Inc., the Delaware Court of Chancery had to decide whether to reverse its prior order requiring advancement of a former corporate officer’s litigation expenses after the company subsequently amended its complaint in the underlying suit for the precise purpose of avoiding advancement. Find out what happened in this week’s New York Business Divorce.
Continue Reading Advance! Amend! Retreat!
This 9th annual edition of Summer Shorts presents brief commentary on four decisions of interest in business divorce cases from courts in New York, California, Delaware, and Illinois.
Continue Reading Summer Shorts: LLC Minority Member Oppression and Other Decisions of Interest