This week’s New York Business Divorce features an interesting decision by Commercial Division Justice Lawrence Knipel addressing the standing of the individual members of a dissolved LLC to petition for the winding up of a limited partnership in which the LLC is a majority limited partner.
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LLCs
A Pig in a Poke: The Rollercoaster Kadosh Settlement Litigation
By Franklin C. McRoberts on
In this week’s New York Business Divorce, a wild tale of a settlement achieved, settlement spurned, and a litigant threatened with incarceration for contempt in an intensely bitter, nine-year battle between two brothers over their Manhattan-based real property LLC.…
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The Bad-Faith Petitioner Defense Makes Successful Debut in LLC Dissolution Case
By Peter Mahler on
Posted in Dissolution Defenses, LLCs
This week’s New York Business Divorce highlights an important decision denying a dissolution petition brought by the 50% member of a realty-holding LLC on the ground that his own deliberate conduct in breach of the operating agreement created the conditions alleged as a basis for dissolution.…
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A Fond Adieu to Two Giants of the Manhattan Commercial Division Bench
In this week’s New York Business Divorce, a tip of the hat to retiring Justices Eileen Bransten and Charles E. Ramos with a look back at some of their more memorable business divorce rulings.…
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Equitable Accounting vs. Access to Books and Records: Don’t Confuse Them
By Peter Mahler on
Posted in Access to Books and Records, LLCs
In litigation between co-owners of private business entities, a claim against the controllers for an equitable accounting is different from a claim seeking access to books and records — or is it? Get the answer in this week’s New York Business Divorce.…
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Outlawing of LLC’s Short-Term Rental Business Brings Long-Term Litigation
By Peter Mahler on
Ill-fated hardly begins to describe the legislatively doomed LLC involved in the lawsuit featured in this week’s New York Business Divorce. You won’t want to miss it.…
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Is a Schedule K-1 By Itself Enough to Prove LLC Membership?
By Peter Mahler on
This week’s New York Business Divorce jumps back into the fray of undocumented interests in LLCs with no written operating agreement, focusing on a recent court decision that found in favor of the plaintiff’s claim of membership based solely on the LLC’s tax return.…
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Think Twice Before Putting 100% Quorum Requirement in By-Laws or LLC Agreement
By Peter Mahler on
This week’s New York Business Divorce examines an unusual case centering on an atypical quorum provision in an operating agreement requiring the presence of all managers in order to conduct any business.…
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Does an Inactive Member of a Member-Managed LLC Owe Fiduciary Duties?
By Peter Mahler on
Posted in LLCs, Operating Agreement
This week’s New York Business Divorce examines a noteworthy decision by Manhattan Commercial Division Justice Barry Ostrager in which he held that a member of a member-managed LLC owes fiduciary duties regardless whether the member actively participates in the LLC’s management. …
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Does This Decision Put the Brakes on Non-Unanimous Amendments to Operating Agreements?
By Peter Mahler on
It’s back! For the third week in a row, New York Business Divorce examines a decision by Manhattan Commercial Division Justice Saliann Scarpulla in a multi-faceted feud among members of the Yu family, this time requiring the court to balance the fiduciary duty owed by LLC managers against the right to amend the operating agreement without the consent of the affected minority member. …
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