This week’s New York Business Divorce highlights an important decision denying a dissolution petition brought by the 50% member of a realty-holding LLC on the ground that his own deliberate conduct in breach of the operating agreement created the conditions alleged as a basis for dissolution.
Continue Reading The Bad-Faith Petitioner Defense Makes Successful Debut in LLC Dissolution Case
A Fond Adieu to Two Giants of the Manhattan Commercial Division Bench
In this week’s New York Business Divorce, a tip of the hat to retiring Justices Eileen Bransten and Charles E. Ramos with a look back at some of their more memorable business divorce rulings.
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Equitable Accounting vs. Access to Books and Records: Don’t Confuse Them
By Peter A. Mahler on
Posted in Access to Books and Records, LLCs
In litigation between co-owners of private business entities, a claim against the controllers for an equitable accounting is different from a claim seeking access to books and records — or is it? Get the answer in this week’s New York Business Divorce.
Continue Reading Equitable Accounting vs. Access to Books and Records: Don’t Confuse Them
Outlawing of LLC’s Short-Term Rental Business Brings Long-Term Litigation
By Peter A. Mahler on
Ill-fated hardly begins to describe the legislatively doomed LLC involved in the lawsuit featured in this week’s New York Business Divorce. You won’t want to miss it.
Continue Reading Outlawing of LLC’s Short-Term Rental Business Brings Long-Term Litigation
Is a Schedule K-1 By Itself Enough to Prove LLC Membership?
By Peter A. Mahler on
This week’s New York Business Divorce jumps back into the fray of undocumented interests in LLCs with no written operating agreement, focusing on a recent court decision that found in favor of the plaintiff’s claim of membership based solely on the LLC’s tax return.
Continue Reading Is a Schedule K-1 By Itself Enough to Prove LLC Membership?
Think Twice Before Putting 100% Quorum Requirement in By-Laws or LLC Agreement
By Peter A. Mahler on
This week’s New York Business Divorce examines an unusual case centering on an atypical quorum provision in an operating agreement requiring the presence of all managers in order to conduct any business.
Continue Reading Think Twice Before Putting 100% Quorum Requirement in By-Laws or LLC Agreement
Does an Inactive Member of a Member-Managed LLC Owe Fiduciary Duties?
By Peter A. Mahler on
Posted in LLCs, Operating Agreement
This week’s New York Business Divorce examines a noteworthy decision by Manhattan Commercial Division Justice Barry Ostrager in which he held that a member of a member-managed LLC owes fiduciary duties regardless whether the member actively participates in the LLC’s management. …
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Does This Decision Put the Brakes on Non-Unanimous Amendments to Operating Agreements?
By Peter A. Mahler on
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