Shapiro v Ettenson, known as the case that made it extra dangerous for minority members of New York LLCs without written operating agreements, reappears in this week’s New York Business Divorce on the occasion of a recent decision concerning member expulsion.
Continue Reading The Curious Case of the Expelled LLC Member Bound by Operating Agreement He Never Signed

This week’s New York Business Divorce examines a highly interesting appellate opinion in a California case centering on whether the operating agreement required unanimous member approval to remove the designated managing member.
Continue Reading Statute Trumps LLC Agreement’s Voting Rights Provision in Dispute Over Manager’s Removal

It’s back! For the third week in a row, New York Business Divorce examines a decision by Manhattan Commercial Division Justice Saliann Scarpulla in a multi-faceted feud among members of the Yu family, this time requiring the court to balance the fiduciary duty owed by LLC managers against the right to amend the operating agreement without the consent of the affected minority member.
Continue Reading Does This Decision Put the Brakes on Non-Unanimous Amendments to Operating Agreements?

This weeks New York Business Divorce examines a recent decision by Justice Saliann Scarpulla, dismissing a complaint seeking judicial dissolution of two family-owned LLCs in which the plaintiff alleged that his siblings’ actions were in furtherance of a “personal vendetta.”
Continue Reading Judicial Dissolution and the Weaponized LLC

The Appellate Division in Shapiro v Ettenson interpreted New York’s LLC Law as permitting the adoption of post-formation LLC operating agreements by majority vote, i.e, without the consent of the minority. This week’s New York Business Divorce focuses on Shapiro’s impact on member expulsion.
Continue Reading LLC Member Expulsion: What Hath Shapiro Wrought?

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 Winter Case Notes: LLC Deadlock and Other Recent Decisions of Interest