The minority and majority owners of a Brooklyn-based vodka distillery duke it out in the case examined in this week’s New York Business Divorce centering on the proper construction of provisions in a Founders Agreement concerning the right to, and consequences of, terminating a founder.
Continue Reading Then There Were Two: Court Rejects Minority Shareholder’s Claim of Wrongful Termination Under Founders Agreement
Expulsion and Removal
Thinking About Becoming a Minority Member of a New York LLC Without an Operating Agreement? Think Again

Few recent cases in the business divorce field are as important as last week’s appellate affirmance in the Shapiro case, allowing majority LLC members to adopt an operating agreement that binds non-signatory minority members. Get the story in this week’s New York Business Divorce.
Continue Reading Thinking About Becoming a Minority Member of a New York LLC Without an Operating Agreement? Think Again
Another Frozen-Out Minority LLC Member’s Petition for Dissolution Bites the . . . Sushi?

Brooklyn’s newest Commercial Division Justice, Sylvia G. Ash, last month handed down an interesting decision denying a petition for judicial dissolution of an LLC brought by a 25% member alleging freeze-out. Catch up with the latest developments in this week’s New York Business Divorce.
Continue Reading Another Frozen-Out Minority LLC Member’s Petition for Dissolution Bites the . . . Sushi?
Tom Rutledge Takes on LLC Member Expulsion

This week’s New York Business Divorce serves up a provocative article by, and an informative podcast interview with, Kentucky lawyer Tom Rutledge, a leading expert on closely held business entities, on the hot-button topic of LLC member expulsion.
Continue Reading Tom Rutledge Takes on LLC Member Expulsion
New Jersey Supreme Court Raises the Bar for Judicial Expulsion of LLC Members

The New Jersey Supreme Court last week issued an important decision tightening the criteria for judicial expulsion of an LLC member. Get the story in this week’s New York Business Divorce. …
Continue Reading New Jersey Supreme Court Raises the Bar for Judicial Expulsion of LLC Members
LLC Case Notes: Member Expulsion, Withdrawal, and LLC Purpose
This week’s New York Business Divorce highlights a trio of recent decisions involving LLC disputes concerning the membership rights of the estate of a deceased member, the intended purpose of the LLC as the basis for a dissolution claim, and the power to expel a member. …
Continue Reading LLC Case Notes: Member Expulsion, Withdrawal, and LLC Purpose
One Parking Lot, Two Brothers, Three Decisions
The Appellate Division, Second Department, last week decided three appeals in the same business divorce case, addressing important issues concerning claims for LLC dissolution, equitable buyout, and use of company monies for legal fees defending dissolution proceedings. This week’s New York Business Divorce has the story.
Continue Reading One Parking Lot, Two Brothers, Three Decisions
A Decade Later, LLC’s Majority Members Pay The Price For Converting Minority Member’s Interest

The LLC majority members in Bonanni v. Horizons Investors Corp., were ordered to pay the piper in a post-trial decision earlier this month by Justice Elizabeth Emerson in a 10-year old case, finding that they had converted the plaintiff’s minority membership interest. It’s in this week’s New York Business Divorce. …
Continue Reading A Decade Later, LLC’s Majority Members Pay The Price For Converting Minority Member’s Interest
Choose Carefully: Dissolution vs. Dissociation Under RULLCA

The Revised Uniform LLC Act or “RULLCA” has been adopted by a growing number of states. This week’s New York Business Divorce highlights RULLCA’s overlapping dissolution and dissociation provisions as recently construed by one appellate court.
Continue Reading Choose Carefully: Dissolution vs. Dissociation Under RULLCA
Winter Case Notes: LLC Manager Removal and Other Recent Decisions of Interest
New York Business Divorce this week inaugurates Winter Case Notes, offering synopses of three recent decisions by Supreme Court Justices Richard Platkin, Stephen Bucaria, and Cynthia Kern in cases involving the removal of an LLC manager and other issues of interest to business divorce professionals.
Continue Reading Winter Case Notes: LLC Manager Removal and Other Recent Decisions of Interest