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.
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Delaware
Winter Case Notes: Time-Barred Dissolution Petition and Other Decisions of Interest
By Peter A. Mahler on
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.
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Advance! Amend! Retreat!
By Peter A. Mahler on
Posted in Advancement and Indemnification, Delaware
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.
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Summer Shorts: LLC Minority Member Oppression and Other Decisions of Interest
By Peter A. Mahler on
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.
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Court Blocks “End Run” Around Bar to Subject Matter Jurisdiction in Suit to Dissolve Foreign LLC
By Peter A. Mahler on
Does a New York court have jurisdiction over suits involving foreign entities in which the plaintiff seeks forced sale of assets or forced buy/sell? Get the answer in this week’s New York Business Divorce.
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The Demanding Demand Requirement in Shareholder Derivative Actions
By Peter A. Mahler on
Posted in Delaware, Derivative Actions
Shareholder derivative actions pose unique pleading challenges designed by statute to preserve management’s role in deciding the company’s business affairs. This week’s New York Business Divorce highlights a pair of recent appellate rulings dismissing derivative actions for failure to plead demand futility with sufficient particularity.
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Ambiguous Advancement Provision Favors Former Officer and Director
By Peter A. Mahler on
Posted in Advancement and Indemnification, Delaware
Is a former director and officer entitled to advancement of legal fees incurred in the defense of legal claims asserted against her by the corporation? That was the question decided by VC Glasscock of the Delaware Chancery Court in a case where the corporate charter’s indemnification and advancement provisions were not a model of clarity.
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Can a Deadlock Resolution Provision Cause Deadlock? This One Did
By Peter A. Mahler on
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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Half-Baked LLC Agreement Yields Improvised Valuation Decision
By Peter A. Mahler on
A rudimentary, “de facto” operating agreement with a cryptic withdrawal/buyout provision predictably set the stage for a unique valuation contest in the Delaware case highlighted in this week’s New York Business Divorce.
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Throwing Grenades and Casting Plagues Upon Your Fellow Directors: A Lesson in Fiduciary (Ir)responsibility
By Matthew D. Donovan on
Posted in Delaware
Matthew Donovan takes the helm in this week’s New York Business Divorce, writing about a recent Delaware Chancery Court decision finding that certain, shall we say, unusual behavior by a New York-based company’s co-founder, president and director breached fiduciary duty. …
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