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.
Continue Reading Does This Decision Put the Brakes on Non-Unanimous Amendments to Operating Agreements?
Judicial Dissolution and the Weaponized LLC
This weeks New York Business Divorce examines a recent decision by Justice Saliann Scarpulla, dismissing a complaint seeking judicial dissolution of two family-owned LLCs in which the plaintiff alleged that his siblings’ actions were in furtherance of a “personal vendetta.”…
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Repeat After Me: You May Not Expel a Member of a New York LLC Unless the Operating Agreement Says So
By Peter A. Mahler on
Posted in Expulsion and Removal, LLCs
If you’re an LLC member or member’s lawyer thinking about expelling a misbehaving co-member, but without authorization to do so in the operating agreement, read this post and think again.
Continue Reading Repeat After Me: You May Not Expel a Member of a New York LLC Unless the Operating Agreement Says So
Gymnastics Business Falls Off the Beam in LLC Dissolution Case
By Peter A. Mahler on
A rare post-trial decision granting a minority member’s petition for judicial dissolution of an LLC with no operating agreement takes the spotlight in this week’s New York Business Divorce.
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LLC Dissolution Statutes Under the Microscope: Podcast Interview with Professor Douglas Moll
By Peter A. Mahler on
This week’s New York Business Divorce highlights and links to a Business Divorce Roundtable podcast interview with Professor Douglas Moll, one of the country’s leading authorities on closely held business entities, in which he discusses the findings from his nationwide survey of LLC judicial dissolution statutes.
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Basics of Valuation Proceedings – Litigating an Appraisal from Start to Finish – Part 2
By Franklin C. McRoberts on
In this week’s New York Business Divorce – the second in a three-part series – learn about the legal rules and principles governing partnership, corporation, and limited liability company appraisal proceedings.
Continue Reading Basics of Valuation Proceedings – Litigating an Appraisal from Start to Finish – Part 2
Basics of Valuation Proceedings – Litigating an Appraisal from Start to Finish – Part 1
In this week’s New York Business Divorce – the first in a three-part series about the statutory triggers, legal rules, and accounting principles of business valuation proceedings – learn about the routes business owners can take to an appraisal proceeding.
Continue Reading Basics of Valuation Proceedings – Litigating an Appraisal from Start to Finish – Part 1
Court Denies Second Bite at Dissolution Cherry in Kassab Brothers Business Divorce
By Peter A. Mahler on
This week’s New York Business Divorce revisits the Kassab case on the occasion of the latest decision in its five-year litigation journey, denying for the second time the minority member’s bid to dissolve a realty holding LLC co-owned with his brother in the wake of having successfully dissolved their related realty holding corporation. …
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A Trip Down Business Divorce Lane with Recently Retired Justice Shirley Werner Kornreich
In this week’s New York Business Divorce, we salute recently-retired Commercial Division Justice Shirley Werner Kornreich with a collection of some of her most noteworthy decisions in the area of business ownership disputes.
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Anyone Think Binding Mediation to Break Deadlock Is a Good Idea?
By Peter A. Mahler on
This week’s New York Business Divorce analyzes the use of binding mediation to resolve deadlock between 50/50 business owners, a device whose use was affirmed on appeal in a decision last week by the Appellate Division, First Department.
Continue Reading Anyone Think Binding Mediation to Break Deadlock Is a Good Idea?