It’s been almost 12 years since Bernie Madoff’s Ponzi scheme exploded, inflicting billions in losses on thousands of investors. This week’s New York Business Divorce examines a first-impression ruling by Manhattan Commercial Division Justice Joel M. Cohen in which he upheld a plan of liquidation of a dissolved Madoff feeder fund organized as an LLC.
Continue Reading Business Judgment Rule Prevails in Fight Over Liquidation Plan for Dissolved Madoff Feeder Fund

The months-long shutdown of New York courts due to the COVID-19 pandemic did not stop the judges of the Manhattan Commercial Division from issuing a number of noteworthy decisions in business divorce cases. This week’s New York Business Divorce highlights three of them.
Continue Reading A Trio of Recent Business Divorce Decisions by Manhattan Commercial Division Judges

Man marries and has a daughter. He executes an operating agreement providing for his wife and daughter to take his LLC interest upon death. But the man has an alleged mistress, who allegedly begets a daughter out of wedlock. The man then executes a will providing for his alleged mistress and out-of-wedlock daughter to take his LLC interest upon death, contrary to the operating agreement. What could go wrong? You can read about this steamy litigation in this week’s New York Business Divorce.
Continue Reading How to Resolve Competing Estate Plans of an LLC Owner with a Double Life

This week’s New York Business Divorce features my podcast interview of Donald J. Weidner, Dean Emeritus of Florida State University College of Law, about his forthcoming article in The Business Lawyer entitled LLC Default Rules Are Hazardous to Member Liquidity.
Continue Reading Member Liquidity, Default Rules, and the Corporate-ization of LLCs: A Conversation with Dean Donald J. Weidner

In this week’s New York Business Divorce, we consider a remarkably thoughtful opinion by Commercial Division Justice Jennifer G. Schecter containing some noteworthy hints about the future of LLC dissolution claims in light of the coronavirus pandemic and its catastrophic economic impact on New York closely-held businesses.
Continue Reading Will the Pandemic Be a Boon for Future LLC Dissolution Claimants?

The typical dispute among LLC members over membership interest transfers involves voluntary assignments or testamentary dispositions. This week’s New York Business Divorce looks at a pair of cases involving disputes arising from involuntary transfers of membership interests.
Continue Reading Turmoil Follows Involuntary Transfers of LLC Membership Interests

A ministerial failure to replace the registered agent of a Delaware LLC ultimately started a chain of events leading to the dismissal last month by a New York appellate court of a direct action by the LLC against its former managers. Get the full story in this week’s New York Business Divorce.
Continue Reading Unauthorized Certificate of Revival Dooms Delaware LLC’s Claims Against Former Managing Members

George Costanza would be unhappy to hear about an Appellate Division decision last week affirming a trial court ruling, among others of interest in an LLC appraisal proceeding, in which it rejected as “double dipping” a request for post-valuation date income distributions on top of the fair value award. Learn more in this week’s New York Business Divorce.
Continue Reading No Double Dipping! Court Denies Post-Valuation Date Distributions in Equitable Buyout of LLC Member

The Appellate Division, Second Department’s ruling last month in Berhend v. New Windsor Group, LLC illustrates the disastrous results when care is not taken by the assignee of an LLC interest to determine the validity of the assignor’s interest and the existence of transfer restrictions in the LLC’s operating agreement. Get the full story in this week’s New York Business Divorce.
Continue Reading Always Check Provenance Before Taking an Assignment of LLC Interest