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.
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Expulsion and Removal
The Perils of Indeterminate LLC Membership Interests

What do you get when you combine LLC membership interests determined by variable capital accounts with an off-the-shelf form operating agreement? Litigation, of course! Get the story in this week’s New York Business Divorce.
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Business Divorce in the Surrogate’s Court

In this week’s New York Business Divorce, we consider an interesting question raised by the occasional overlap of two niche areas of law practice: the jurisdictional power of New York’s probate courts to resolve business divorce disputes.
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Statute Trumps LLC Agreement’s Voting Rights Provision in Dispute Over Manager’s Removal

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.
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Does This Decision Put the Brakes on Non-Unanimous Amendments to Operating Agreements?

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. …
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Judicial Dissolution and the Weaponized LLC
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.”…
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Repeat After Me: You May Not Expel a Member of a New York LLC Unless the Operating Agreement Says So

If you’re an LLC member or member’s lawyer thinking about expelling a misbehaving co-member, but without authorization to do so in the operating agreement, read this post and think again.
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The Cash-Out Merger Solution to the Problem Minority Owner

Are you in business with, or advising a business with, a disruptive minority partner, shareholder, or member? What can you do about it? In this week’s New York Business Divorce we consider one option – the “cash-out” or “freeze-out” merger.
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LLC Member Expulsion: What Hath Shapiro Wrought?

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. …
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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. …
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