Remember the “purposeless purpose clause” that featured prominently in last summer’s appellate ruling in the LLC dissolution case, Mace v Tunick? On remand, following a trial, Justice Alan Scheinkman once again dismissed the case. Find out why in this week’s New York Business Divorce.
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Grounds for Dissolution
Rare Partnership Dissolution Decision Applies Deadlock Standard to Dissolution Under Partnership Law
By Franklin C. McRoberts on
Is there a meaningful difference between the deadlock standard for judicial dissolution under the Partnership Law and the Business Corporation Law? Perhaps. Read on in this week’s New York Business Divorce.…
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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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Surrogate’s Court Declines to Order Demise of Fashion Business
In a rare dissolution decision from the New York Surrogate’s Court – a court for the affairs of the deceased – the court declines to kill off a clothing business based upon a claim of oppression brought by the estate of the former minority shareholder. Read about it in this week’s New York Business Divorce.…
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Court Defines “True Deadlock”
By Peter Mahler on
The Supreme Court of Massachusetts recently formulated a useful, four-factor test for “true deadlock” in corporate dissolution cases. Learn more in this week’s New York Business Divorce.…
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LLC’s Purpose Being Achieved? Business Doing Fine? Good Luck Getting Judicial Dissolution
By Franklin C. McRoberts on
A minority member of an LLC that operates a Manhattan restaurant learned how tough it can be to get judicial dissolution of a financially sound LLC that’s achieving its intended purpose, notwithstanding allegations of majority oppression. It’s in this week’s New York Business Divorce.…
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Business Divorce Stories: Podcast Interviews with Business Appraiser Tony Cotrupe and Attorney Jeffrey Eilender
Business Divorce Stories is the title of the latest episode of the Business Divorce Roundtable podcast highlighted in this week’s post, featuring short interviews with business appraiser Tony Cotrupe and attorney Jeffrey Eilender sharing their first-hand accounts of business divorce cases involving break-ups of two businesses, each co-owned by a pair of brothers. …
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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. …
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Does Your LLC Agreement Have a Purposeless Purpose Clause?
By Peter Mahler on
Did the Appellate Division, Second Department, throw us a curve ball in its decision last week in Mace v. Tunick, reinstating an LLC dissolution complaint based on its finding that the operating agreement’s purpose clause, authorizing the LLC to engage in “any lawful business,” did not set forth “any particular purpose”? Learn more about this important development in this week’s New York Business Divorce. …
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And the Award For Most Oppressive Conduct By a Majority Shareholder Goes to . . .
Minority shareholder oppression on steroids is one way to describe what happened in Matter of Twin Bay Village, Inc., in which an upstate appellate panel recently affirmed an order dissolving the corporation and setting aside a stock issuance that diluted the minority shareholders. Learn more in this week’s New York Business Divorce.…
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