When cash never hits the books, can an accounting still deliver meaningful relief? A recent decision offers answers—and warnings.
Continue Reading Can an Equitable Accounting Find the Missing Cash?
Can an Equitable Accounting Find the Missing Cash?
One Very Messy LLC Freeze-Out Merger
Don’t expect anything neat and clean about the case featured in this week’s NYBD involving a contested LLC freeze-out merger.
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Mere Assignment of an LLC Membership Interest Does Not Make You a Member
Hoping to derive standing to sue from an LLC membership interest assignment? This week’s New York Business Divorce is another reminder that assignment of a membership interest does not convey actual membership status, with all the coveted legal rights flowing therefrom, unless the operating agreement grants the assignor such power, and, then, only where the assignor and assignee comply with all the conditions of the contract for admission of a new member. Anything less can result in total litigation defeat.
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Hop Farmers Face Membership Forfeiture as a Deadlock Breaker and a Bitter Lesson on Pleading Shortcuts
The Appellate Division, Second Department delivered last week a fascinating case pitting a deadlock-based LLC dissolution petition against an equity forfeiture provision in the parties’ operating agreement. Add to that a bracing reminder that lazy pleadings and procedural missteps in special proceedings can be outcome-determinative, and Ribeiro v Libutti, 2025 NY Slip Op 06865 (2d Dept Dec. 10, 2025), becomes a cautionary tale for business owners and litigators alike.
Score Another Round for the Estate: First Department Upholds Right of Deceased LLC Member’s Executor to Pursue Member Rights
A recent appellate ruling provides the perfect excuse for revisiting a favorite topic, namely the powers of an estate representative of a deceased LLC member.
Continue Reading Score Another Round for the Estate: First Department Upholds Right of Deceased LLC Member’s Executor to Pursue Member Rights
How Easily Can an Operating Agreement Supplant the Default Rule for LLC Manager Removal? Pretty Easily.
This week on New York Business Divorce, read about the interplay between statutory and contract rules for LLC manager removal or expulsion, set within an appeal from a trio of decisions we wrote about what feels like a lifetime ago.
The Bad Faith Defense to Opportunistic Expulsion
Think bad faith can save you from expulsion? A new ruling shows just how slim that lifeline really is.
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Does This California Case Bolster the Argument Against Waiver of the Right to Seek Judicial Dissolution of New York LLCs?
A recent California case may shed light on how New York courts should handle ant-dissolution provisions in LLC agreements.
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For Embattled Bich Family, “Full Membership” Requires Admittance Without Precondition
This week’s New York Business Divorce features an intra-family battle concerning the precise contours of admittance as a “full” member of the family business.
Summer Shorts: A Trio of Recent Decisions of Interest in LLC Member Disputes
It’s that time of year for our Summer Shorts edition, this year highlighting a trio of decisions involving LLC member disputes.
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