Two courts, one in Delaware and the other in New York, are asked to enforce operating agreements waiving the right to seek judicial dissolution of an LLC. Only one of them says “yes.” Can you guess which one? Get the answer in this week’s New York Business Divorce.
Continue Reading WWDD (What Would Delaware Do) With an In Terrorem LLC Dissolution Waiver Clause?
Delaware and New York Courts Agree that 50% LLC Member May Not Hire Lawyer to Represent Company Adverse to Other 50% Member
There’s been a spate of recent court decisions concerning the authority of one 50% business owner to hire counsel to represent the company adverse to the other 50% owner. This week’s New York Business Divorce looks at two new decisions, one from New York and one from Delaware.
Continue Reading Delaware and New York Courts Agree that 50% LLC Member May Not Hire Lawyer to Represent Company Adverse to Other 50% Member
LLC Dissolution and Receivers
The LLC Law omits any provision for appointment of a temporary receiver. Read about a recent case where it made a difference.
Continue Reading LLC Dissolution and Receivers
Judicial Dissolution and Buyouts
New York has a peculiar statutory scheme when it comes to dissolution proceedings and buyouts.
There are two basic statutes governing dissolution of closely held business corporations. The older statute, codified as Section 1104 of the Business Corporation Law (BCL), permits a 50% shareholder to seek dissolution in cases of deadlock. When one 50% shareholder