Three states, three LLC disputes, three appellate rulings. Who could ask for more?
Continue Reading A Cross-Country Trio of Appellate Decisions Tackles Novel LLC Disputes
A Cross-Country Trio of Appellate Decisions Tackles Novel LLC Disputes
Can Majority-Authorized Action Still Breach Fiduciary Duty?
When an LLC operating agreement permits action upon majority consent, can a minority member nonetheless challenge that action as a breach of the majority’s fiduciary duties? The Fourth Department weighs in.
Continue Reading Can Majority-Authorized Action Still Breach Fiduciary Duty?
First Department Upholds Minority’s Unilateral Termination of Majority-Appointed CEO Over Majority’s Objections
Can a three-person minority outvote a four-person majority to oust the majority-appointed, longtime CEO of a profitable company (who also happens to be the founder of the company) in a vote requiring supermajority approval?
The math ain’t mathing, you may be saying to yourself.
But today, we explore a case—SJI Renewable Entery Ventures LLC,
In Delaware, You Live or Die Under Your LLC Operating Agreement
This week’s NYBD visits a recent Delaware Chancery Court decision involving, the Court wrote, a “poorly drafted” LLC agreement with “lamentable” consequences for one side that the parties “must live with.”
Continue Reading In Delaware, You Live or Die Under Your LLC Operating Agreement
For Close Business Owners, the Toothless Notice of Pendency Remedy Unexpectedly Gets Some Bite
New York appellate case law invariably holds that a closely-held business owner lacks a direct property interest or right in the entity’s underlying real estate asset to support a Notice of Pendency. But in this week’s New York Business Divorce, we feature an uncommon motion court decision declining to vacate a Notice of Pendency placed by an LLC member upon the entity’s real estate asset to thwart the property’s sale to a third-party buyer. Is this recent decision an outlier, or the birth of an exception to the rule?
Can an Equitable Accounting Find the Missing Cash?
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?
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.
Continue Reading One Very Messy LLC Freeze-Out Merger
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.
Continue Reading Mere Assignment of an LLC Membership Interest Does Not Make You a Member
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