This week’s New York Business Divorce examines a highly interesting appellate opinion in a California case centering on whether the operating agreement required unanimous member approval to remove the designated managing member.
Continue Reading Statute Trumps LLC Agreement’s Voting Rights Provision in Dispute Over Manager’s Removal
Summer Shorts: LLC Minority Member Oppression and Other Decisions of Interest
By Peter A. Mahler on
This 9th annual edition of Summer Shorts presents brief commentary on four decisions of interest in business divorce cases from courts in New York, California, Delaware, and Illinois.
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Court Blocks “End Run” Around Bar to Subject Matter Jurisdiction in Suit to Dissolve Foreign LLC
By Peter A. Mahler on
Does a New York court have jurisdiction over suits involving foreign entities in which the plaintiff seeks forced sale of assets or forced buy/sell? Get the answer in this week’s New York Business Divorce.
Continue Reading Court Blocks “End Run” Around Bar to Subject Matter Jurisdiction in Suit to Dissolve Foreign LLC
LLC’s Post-Dissolution Receivership is On, is Off, is On
By Peter A. Mahler on
LLCs in receivership is our topic for the second week in a row. This week’s post looks at a dispute between 50/50 LLC members involving the on-again, off-again appointment of a post-dissolution receiver.
Continue Reading LLC’s Post-Dissolution Receivership is On, is Off, is On
Court Appoints Interim Receiver for LLC, But at What Price?
By Peter A. Mahler on
Posted in LLCs, Receivership
A recent decision appointing a temporary receiver in a manager-managed LLC dissolution case raises issues of concern to business divorce lawyers. Learn more in this week’s New York Business Divorce.
Continue Reading Court Appoints Interim Receiver for LLC, But at What Price?
The Brothers Cortazar Wage War Once Again
By Franklin C. McRoberts on
In this week’s New York Business Divorce, read about two bitterly antagonistic brother/co-owners making their second appearance on this blog, this time in a juicy decision following a full-blown trial on the merits.
Continue Reading The Brothers Cortazar Wage War Once Again
Trouble Down on the Farm: The Importance of Using Experienced Counsel When Forming an LLC
By Peter A. Mahler on
Posted in LLCs, Operating Agreement
This week’s New York Business Divorce tells the cautionary tale of LLC planning gone amiss at the hands of inexperienced counsel, resulting in the LLC’s dissolution following the death of its sole member.
Continue Reading Trouble Down on the Farm: The Importance of Using Experienced Counsel When Forming an LLC
Who Gets to Play the Bankruptcy Card Under Your LLC Agreement?
By Peter A. Mahler on
Posted in LLCs, Operating Agreement
This week’s New York Business Divorce examines a rare court case at the intersection of business divorce and bankruptcy law, in which the court had to decide whether one of several managing members of an LLC had authority on his own to file a bankruptcy petition on the LLC’s behalf.
Continue Reading Who Gets to Play the Bankruptcy Card Under Your LLC Agreement?
Can a Deadlock Resolution Provision Cause Deadlock? This One Did
By Peter A. Mahler on
Last week’s decision by Chancellor Bouchard in Acela v. DiFalco involves a flawed deadlock resolution provision in an LLC agreement that not only failed to resolve deadlock, it was exploited by one side to create deadlock. Learn more in this week’s New York Business Divorce.
Continue Reading Can a Deadlock Resolution Provision Cause Deadlock? This One Did
Half-Baked LLC Agreement Yields Improvised Valuation Decision
By Peter A. Mahler on
A rudimentary, “de facto” operating agreement with a cryptic withdrawal/buyout provision predictably set the stage for a unique valuation contest in the Delaware case highlighted in this week’s New York Business Divorce.
Continue Reading Half-Baked LLC Agreement Yields Improvised Valuation Decision