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
Operating Agreement Dooms Derivative Claims by Deceased LLC Member’s Estate
Appeals Court Reinstates Derivative Claims Dismissed for Conflict of Interest Where Parties’ Relationship Not “Especially Acrimonious”
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
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
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?
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
Summer Shorts: Three Must-Read Decisions
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
Navigating Rocky Shoals and Safe Harbors When Board Members Fix Their Own Compensation
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
Minority Shareholders’ Derivative Suit Foiled by Voiding of Corporation’s Charter for Nonpayment of Taxes
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
Finding No “Therapeutic” Benefit to Corporation, Court Denies Fee Award in Discontinued Shareholder Derivative Action
Justice Elizabeth Emerson’s recent decision in Sardis v Sardis, denying a fee application under Section 626 (e) of the Business Corporation Law, is essential reading for counsel involved in shareholder derivative actions. Get the story in this week’s New York Business Divorce.
Continue Reading