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Is a “Management Member” of an LLC, who holds only an economic interest, a “Member” for purposes of demanding access to the LLC’s books and records? Justice Shirley Werner Kornreich, applying Delaware law, closely examined the operating agreement in upholding inspection rights, as explained in this week’s New York Business Divorce.
Continue Reading A Member By Any Other Name . . . May Have Access to LLC Books and Records

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. …
Continue Reading Summer Shorts: Three Must-Read Decisions

This week’s New York Business Divorce features a recent decision in which the court addressed novel issues — and found guidance in Delaware case law — in a shareholder derivative action challenging compensation packages given to officer/directors.
Continue Reading Navigating Rocky Shoals and Safe Harbors When Board Members Fix Their Own Compensation

Sometimes the tax collector can prove the bigger impediment to minority shareholder claims than the majority shareholders, as explained in this week’s New York Business Divorce featuring a recent case involving a Delaware corporation whose charter was voided for nonpayment of taxes.
Continue Reading Minority Shareholders’ Derivative Suit Foiled by Voiding of Corporation’s Charter for Nonpayment of Taxes

This week’s New York Business Divorce compares two recent New York and Delaware decisions reaching opposite results on the issue of amending LLC agreements without the unanimous consent of the members. You may be surprised to learn which state offers minority members greater protection.
Continue Reading Delaware Ruling Highlights Difference With New York Over Amending LLC Agreements

The bad faith defense has been recognized in close corporation dissolution cases involving both minority shareholder oppression and shareholder deadlock. How about LLC dissolution? This week’s New York Business Divorce looks at a recent Tennessee court’s decision upholding the defense in a dissolution case involving a Delaware LLC with two 50/50 members. …
Continue Reading Bad Faith Defense Gets Boost in LLC Dissolution Case