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.
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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)
LLC Member’s Petition to Dissolve Boxing Club Dealt First Round KO
By Peter A. Mahler on
Posted in Grounds for Dissolution, LLCs
A judicial dissolution petition went down for the count in a recent court decision involving a two-member LLC that operates a boxing gym. This week’s New York Business Divorce has the story.
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Court Takes Ambiguity Off the Menu of Restaurant’s LLC Agreement
By Peter A. Mahler on
Posted in LLCs, Operating Agreement
The restaurant business is tough enough without squabbling between co-owners. This week’s New York Business Divorce examines a recent case in which LLC members had a falling out over the ownership of a restaurant’s trademark and other disputes. …
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LLC Survives Member’s Death. Dissolution Petition Doesn’t.
By Peter A. Mahler on
Last week, the Appellate Division affirmed an order dismissing an unusual LLC dissolution petition based on the death of one of its members — 11 years earlier. Get the full story in this week’s New York Business Divorce.
Continue Reading LLC Survives Member’s Death. Dissolution Petition Doesn’t.