Entering its fifth year of litigation featuring two rulings by the Appellate Division in 2017 and last week, the case of Rubin v Baumann is another example of LLCs that suffer from inadequate operating agreements. Learn more in this week’s New York Business Divorce.
Continue Reading Operating Agreement Spawns Multiple Disputes Between 50/50 Members of Realty Holding LLC
LLCs as Nominal Parties in Dissolution Cases: An Uncertain Portal to Federal Court Jurisdiction
By Peter A. Mahler on
Posted in Federal vs. State Court, LLCs
Is an LLC a nominal party in dissolution proceedings such that its citizenship can be ignored for purposes of securing diversity jurisdiction in federal court? Get the answer in this week’s New York Business Divorce.
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The Perils of Indeterminate LLC Membership Interests
By Peter A. Mahler on
What do you get when you combine LLC membership interests determined by variable capital accounts with an off-the-shelf form operating agreement? Litigation, of course! Get the story in this week’s New York Business Divorce.
Continue Reading The Perils of Indeterminate LLC Membership Interests
Chicken Sh*t Bingo Fans Rejoice: The Dragpipe Saloon Survives a Dissolution Scare
By Peter A. Mahler on
This week’s New York Business Divorce travels to South Dakota whose Supreme Court recently issued a noteworthy decision denying judicial dissolution of a single-asset realty holding LLC that primarily operated a bar and camping facility for only 10 days each year during the Sturgis Motorcycle Rally.
Continue Reading Chicken Sh*t Bingo Fans Rejoice: The Dragpipe Saloon Survives a Dissolution Scare
Pave Paradise, Put Up a Purposeful Parking Lot
By Peter A. Mahler on
This week’s New York Business Divorce visits the Bluegrass State for an interesting appellate ruling in an LLC dissolution case concerning the operating agreement’s purpose clause.
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Court Looks to Partnership Law in Ruling Against Petitioner’s Status as LLC Member
By Peter A. Mahler on
Courtesy of a recent decision by Brooklyn Supreme Court Justice Leon Ruchelsman, this week’s New York Business Divorce examines a case in which the court dismissed a petition for judicial dissolution of an LLC after finding that the petitioner failed to show he possessed a membership interest.
Continue Reading Court Looks to Partnership Law in Ruling Against Petitioner’s Status as LLC Member
Statute Trumps LLC Agreement’s Voting Rights Provision in Dispute Over Manager’s Removal
By Peter A. Mahler on
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