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.
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Will the Pandemic Be a Boon for Future LLC Dissolution Claimants?
By Franklin C. McRoberts on
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.
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When an LLC Manager’s “Sole and Absolute Discretion” is Neither Sole Nor Absolute
By Peter A. Mahler on
Posted in LLCs, Operating Agreement
Is there such a thing as a contractually-infused, common-law fiduciary duty that can override an LLC manager’s “sole and absolute discretion”? Decide for yourself when you read this week’s New York Business Divorce.
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Turmoil Follows Involuntary Transfers of LLC Membership Interests
By Peter A. Mahler on
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.
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Unauthorized Certificate of Revival Dooms Delaware LLC’s Claims Against Former Managing Members
By Peter A. Mahler on
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.
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No Double Dipping! Court Denies Post-Valuation Date Distributions in Equitable Buyout of LLC Member
By Peter A. Mahler on
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.
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Always Check Provenance Before Taking an Assignment of LLC Interest
By Peter A. Mahler on
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.
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A Case of LLC Withdrawal Symptoms
By Peter A. Mahler on
Posted in LLCs, Operating Agreement
This week’s New York Business Divorce highlights an interesting decision by Commercial Division Justice Andrea Masley addressing claims that the minority members of an LLC breached the operating agreement’s anti-withdrawal provisions by demanding a buyout and bringing a damages suit against the managing members.
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The Two Worlds of LLCs: A Conversation With Professor Peter Molk (Part Two)
By Peter A. Mahler on
Posted in LLCs, Podcasts and Video
This week’s New York Business Divorce features Part Two my interview of Professor Peter Molk, one of the foremost academic authorities on LLC law, on the subject of his recent law review article, Protecting LLC Owners While Preserving LLC Flexibility.
Continue Reading The Two Worlds of LLCs: A Conversation With Professor Peter Molk (Part Two)
The Two Worlds of LLCs: A Conversation With Professor Peter Molk (Part One)
By Peter A. Mahler on
Posted in LLCs, Podcasts and Video
This week’s New York Business Divorce features Part One of a two-part interview of Professor Peter Molk, one of the foremost academic authorities on LLC law, on the subject of his recent law review article, Protecting LLC Owners While Preserving LLC Flexibility.
Continue Reading The Two Worlds of LLCs: A Conversation With Professor Peter Molk (Part One)