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This week’s New York Business Divorce presents Part II of my interview with the co-authors of “Drafting Delaware LLC Agreements”, in which prominent Delaware lawyer and LLC expert Vernon Proctor answers questions about Delaware LLCs from the litigator’s perspective. Don’t miss it!
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Continue Reading Interview with Delaware LLC Experts and Practice Manual Co-Authors John Cunningham and Vernon Proctor: Part II

The importance of a well-drafted operating agreement cannot be underestimated when it comes to keeping the peace among members of a limited liability company. This week’s New York Business Divorce presents the first of a two-part interview of LLC experts John Cunningham and Vernon Proctor who have co-authored a highly recommended new formbook and practice manual called “Drafting Delaware LLC Agreements”.
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Continue Reading Interview with Delaware LLC Experts and Practice Manual Co-Authors John Cunningham and Vernon Proctor: Part I

Case law involving judicial dissolution of LLCs is still in its infancy. A recent Delaware Chancery Court decision takes another small developmental step, while also highlighting the need for operating agreement buy-sell provisions that stand a reasonable chance of avoiding business divorce litigation. It’s in this week’s New York Business Divorce.
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Continue Reading Two-Member LLC Operating Agreement Contains Recipe for Dissension and Litigation

In an important ruling yesterday, the Delaware Supreme Court upheld application of the statute of frauds to oral LLC operating agreements. Today’s posting links to Professor Larry Ribstein’s analysis.
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Continue Reading Delaware Supreme Court Upholds Application of Statute of Frauds to Oral LLC Operating Agreements

Actions by non-managing business owners to gain access to company books and records are often precursors to dissolution or other more momentous litigation. The Delaware Court of Chancery recently issued several decisions in books and records actions involving LLCs which may provide guidance in cases involving New York LLCs as well. Catch up with the developments in this week’s New York Business Divorce.
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Continue Reading Delaware Chancery Court Rulings Interpret Member Rights to Inspect LLC’s Books and Records

A decision last week by the Second Department highlights a split of authority among New York’s intermediate appellate courts whether New York courts have subject matter jurisdiction over petitions to dissolve foreign business entities. Learn more in this week’s New York Business Divorce.
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Continue Reading Appellate Rulings Clash Over Subject Matter Jurisdiction to Dissolve Foreign Business Entities

This week’s New York Business Divorce highlights an important decision by the Appellate Division, First Department, construing rights of advancement and indemnification for litigation expenses in a battle royal between majority and minority members of a limited liability company.
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Continue Reading New York Court Follows Delaware Law to Construe Advancement and Indemnification Provisions of Florida LLC’s Operating Agreement

The Delaware Court of Chancery last week issued a ruling of first impression applying the statute of frauds to invalidate an alleged oral LLC operating agreement. Will the ruling have any impact on New York LLCs? Find out in this week’s New York Business Divorce.
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Continue Reading Delaware Court Applies Statute of Frauds to LLC Operating Agreement

When it comes to rulings by its Court of Chancery, what happens in Delaware definitely does not stay in Delaware. This week’s New York Business Divorce looks at a recent decision by that important court, dismissing a petition for judicial dissolution of a Delaware LLC.
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Continue Reading Delaware Court of Chancery Narrowly Construes LLC Dissolution Statute