Are stock appraisals done for estate tax purposes discoverable in stock valuation proceedings or other types of shareholder disputes involving the shares of a deceased stockholder or of someone who inherits shares from the estate? A recent appellate decision on the topic is the springboard for this week’s post.
Continue Reading
Derivative Actions
IP Disputes Among Private Business Co-Owners Dominate Three Recent Cases
By Peter Mahler on
Intellectual property rights are the lifeblood of many a closely held business entity. This week’s New York Business Divorce looks at three recent decisions involving disputes among business co-owners over the ownership and exploitation of critical IP assets.…
Continue Reading
Court Grants 50% LLC Member Derivative Right to Defend Action Brought by Other 50% Member’s Solely Owned Company
By Peter Mahler on
In a first impression ruling, the Second Circuit U.S. Court of Appeals upheld an LLC member’s derivative right to defend litigation brought against the LLC by one of its other members. Read about it in this week’s New York Business Divorce. …
Continue Reading
Can LLC Agreement Waive Right to Sue Derivatively? Not in These Two Cases
By Peter Mahler on
Derivative actions brought by LLC members take the spotlight for the second week in a row, this time featuring a pair of noteworthy decisions involving Delaware and Nevada LLCs in which the defendants argued that the plaintiff’s right to sue derivatively was waived by the operating agreement. Learn more in this week’s New York Business Divorce. …
Continue Reading
Operating Agreement Dooms Derivative Claims by Deceased LLC Member’s Estate
By Franklin C. McRoberts on
May the executor of a deceased LLC member’s estate sue derivatively on behalf of the LLC? Find out in this week’s New York Business Divorce.…
Continue Reading
Appeals Court Reinstates Derivative Claims Dismissed for Conflict of Interest Where Parties’ Relationship Not “Especially Acrimonious”
By Peter Mahler on
Last year, in Pokoik v Norsel Realties, the trial court cited the plaintiff’s “litigious nature” and personal animus in dismissing his derivative claims based on conflict of interest. You’ll be interested to learn in this week’s New York Business Divorce that an appellate panel last week reversed the decision and reinstated the claims based on its finding that the parties’ relationship was not “especially acrimonious.”…
Continue Reading
The LLC Equitable Buyout: Past, Present, Future
By Franklin C. McRoberts on
In less than a decade the LLC “equitable buyout” doctrine went from non-existent to settled law in New York. How did it happen? What happens next? Read on in this week’s New York Business Divorce.…
Continue Reading
Winter Case Notes: LLC Deadlock and Other Recent Decisions of Interest
This week’s New York Business Divorce offers its annual Winter Case Notes with synopses of five recent decisions in business divorce cases involving LLC dissolution, cash-out merger, LLC member expulsion, and more. …
Continue Reading
Operating Agreement Defeats Statutory Buyout Rights Upon LLC Member’s Withdrawal
By Peter Mahler on
The Appellate Division, Second Department last week decided a trio of appeals in related cases concerning the consequences of an LLC member’s withdrawal, holding that the member was not entitled to a fair-value buyout and that upon withdrawal he lost standing to maintain derivative claims. Read all about it in this week’s New York Business Divorce. …
Continue Reading
Can the Bare Naked Assignee Demand Access to LLC Records?
By Peter Mahler on
Professor Daniel Kleinberger’s article, The Plight of the Bare Naked Assignee, is the springboard for this week’s post about whether assignees of an LLC membership interest should have a right inspect LLC records. It’s in this week’s New York Business Divorce.…
Continue Reading