This week’s New York Business Divorce post concerns the impact that estoppel can play in determining the all-important question of, “Am I a member of the LLC?”
Continue Reading To be or Not to Be (a Member). That is the Question… That Estoppel Can Help Answer.
November was a whirlwind month for New York LLC litigation. It featured disputes over how to wind up a judicially dissolved LLC, a bitter intra-family emergency indemnification/advancement injunction, and the finale of a decade-long battle over the enforceability of a partially baked operating agreement. Some of these recent cases add clarity to the growing body of New York LLC caselaw. Others add confusion. But all add precedential footholds for future arguments in disputes between members of New York LLCs. Members and their counsel take note.Continue Reading A Leaf Through a Busy November in New York LLC Litigation
New York’s LLC Law authorizes operating agreements to eliminate manager and member fiduciary duties, but does it really? Find out in this week’s New York Business Divorce.
Continue Reading Diving Into the Shallow Waters of New York Law Permitting Elimination of LLC Managers’ Liability for Breach of Fiduciary Duty
This week in New York Business Divorce, read how a New York LLC can successfully evade an arbitration provision in its own operating agreement.
Continue Reading Is an LLC Bound by its Own Operating Agreement?
The limited liability company is relatively young. Though origin research is always a dubious task, my efforts tell me that the first LLC was created in 1977 in Wyoming, followed by other LLCs in Florida in 1982. The years since then have witnessed the LLC’s rise to the closely held entity of choice among business owners.
One benefit of the LLC’s youthful age is that many of the minds that were most influential in its early-stage development are still teaching, practicing, and studying, all while continuing to lend their expertise on LLC formation, regulation, and litigation. And your best chance of catching all those prominent minds in one place is at the American Bar Association’s annual LLC Institute.
For those interested in learning the intricacies of the LLC laws directly from the experts, I highly recommend attending the two-day conference. While a single-post recap inevitably won’t do justice to the many presentations, panels, and discussions at the Institute, this week’s post attempts to sample some of the best business divorce topics highlighted in the 2024 LLC Institute.Continue Reading Greetings from the American Bar Association’s 2024 LLC Institute
In this week’s New York Business Divorce, read about last week’s important Appellate Division decision for the first time explicitly holding that LLC Law 608 gives member voting rights to the estate of a deceased member.
Continue Reading Appellate Division Construes LLC Law 608 as Giving Voting Rights to a Deceased Member’s Estate
This week’s post kicks off the fall season with a preview of two cases that should cause an LLC to think twice about what it means to award equity to an employee.
Continue Reading Conditional Grants of Membership Interests Are a Roadway to Courtroom Conflict
This week’s post concerns a decision out of the Delaware Chancery Court, in which the Court was tasked with determining whether the absolute litigation privilege bars the exercise of a contractual repurchase option triggered by claimed disparaging statements made in prior litigation.
Continue Reading Freedom (But with Consequences): In Delaware, Absolute Litigation Privilege Inapplicable to Nullify Contractual Non-Disparagement Repurchase Trigger
A recent decision from New York County Justice Reed inspires a closer look at the circumstances under which a minority LLC owner can compel the majority to make distributions.
Continue Reading Prudent Management or Financial Starvation: Can Minority Members Compel the Majority to Make Distributions?
This week’s New York Business Divorce proudly presents the 14th annual edition of Summer Shorts featuring brief commentary on three recent decisions of interest in business divorce cases in the New York courts.
Continue Reading Summer Shorts: An Unusual Application of LLC Law § 608 and Other Decisions of Interest