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
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
A pair of important decisions last month by the Delaware Supreme Court handed defeats to limited partners challenging conflicted asset sales by the general partner. Learn more in this week’s New York Business Divorce.
Continue Reading Limited Partners Take a Licking in Two Delaware Supreme Court Decisions
The LLC freeze-out merger has been referred to by one scholar as “hidden statutory expulsion.” In a decision last month featured in this week’s New York Business Divorce, Manhattan Commercial Division Justice Charles Ramos refused to enjoin a freeze-out merger challenged by minority members of an LLC who claimed that it violated the LLC’s operating agreement.
Continue Reading Court Finds No Breach of Operating Agreement, No Basis to Enjoin LLC Freeze-Out Merger
A shareholder dispute spanning seven years of litigation in New York and Delaware came to an end last week with the latter state’s highest court’s refusal to rehear the case. This week’s New York Business Divorce highlights two of the many issues raised along the way: whether Delaware law recognizes a common-law claim for minority shareholder oppression, and the validity of a reverse stock split and cash-out of the minority shareholder that deprived her of standing to pursue derivative claims.
Continue Reading Business Divorce Case Reaches End of Long and Winding Road
In the 25 or so years since New York adopted its Revised Uniform Limited Partnership Act, last month’s trial court decision in Levine v. Seven Pines Associates, L.P. may be the first to address issues attendant to a post-merger, dissenting limited partner appraisal proceeding. It’s featured in this week’s New York Business Divorce.
Continue Reading Decision in Dissenting Limited Partner Case Directs Fair Value Hearing, Grants Discovery
New York Business Divorce proudly presents its seventh annual list of the past year’s ten most noteworthy business divorce cases, along with short summaries and links to prior posts on the featured cases. Happy New Year!
Continue Reading Top Ten Business Divorce Cases of 2014
The statute governing LLC mergers requires a member vote at a meeting to be held on at least 20 days notice. In Slayton v. Highline Stages, LLC, the majority members used written consents in lieu of a meeting to approve a freeze-out merger, which the frozen-out minority member challenged. Did she succeed? Find out in this week’s New York Business Divorce.
Continue Reading No Meeting, No Vote Required for LLC’s Freeze-Out Merger Approved by Majority’s Written Consents
This week’s New York Business Divorce presents the first of a two-part examination of Justice Shirley Kornreich’s must-read decision in Zelouf International v. Zelouf, a dissenting shareholder appraisal proceeding in which the court rejected application of a marketability discount.
Continue Reading Zelouf (Part One): Marketability Discount Rejected in Fair Value Proceeding
Hot topics in business divorce is the topic of this week’s New York Business Divorce. Equitable buy-out in LLC dissolution cases, fiduciary waiver, and dissolution of foreign entities are just some of the current issues highlighted.
Continue Reading Hot Topics in Business Divorce