Some of the most interesting cases we post about on this blog are, of course, the ones where there is more than meets the eye.
On the surface, today’s case—Bapaz NYC West St Group LLC v. Assa Properties Inc., 2026 NY Slip Op 03061 (1st Dept May 14, 2026)—appears to address a
Litigation over who is—and who is not—a member of a limited liability company has become a defining feature of LLCs. A recent First Department decision suggests a shift away from informality and back toward strict compliance with the contractual mechanics of admission.
Continue Reading Promise of Equity Falls to Operating Agreement’s Rigid Admission Requirements
Three states, three LLC disputes, three appellate rulings. Who could ask for more?
Continue Reading A Cross-Country Trio of Appellate Decisions Tackles Novel LLC Disputes
When an LLC operating agreement permits action upon majority consent, can a minority member nonetheless challenge that action as a breach of the majority’s fiduciary duties? The Fourth Department weighs in.
Continue Reading Can Majority-Authorized Action Still Breach Fiduciary Duty?
Can a three-person minority outvote a four-person majority to oust the majority-appointed, longtime CEO of a profitable company (who also happens to be the founder of the company) in a vote requiring supermajority approval?
The math ain’t mathing, you may be saying to yourself.
But today, we explore a case—SJI Renewable Entery Ventures LLC,
This week’s NYBD visits a recent Delaware Chancery Court decision involving, the Court wrote, a “poorly drafted” LLC agreement with “lamentable” consequences for one side that the parties “must live with.”
Continue Reading In Delaware, You Live or Die Under Your LLC Operating Agreement
New York appellate case law invariably holds that a closely-held business owner lacks a direct property interest or right in the entity’s underlying real estate asset to support a Notice of Pendency. But in this week’s New York Business Divorce, we feature an uncommon motion court decision declining to vacate a Notice of Pendency placed by an LLC member upon the entity’s real estate asset to thwart the property’s sale to a third-party buyer. Is this recent decision an outlier, or the birth of an exception to the rule?
When cash never hits the books, can an accounting still deliver meaningful relief? A recent decision offers answers—and warnings.
Continue Reading Can an Equitable Accounting Find the Missing Cash?
Don’t expect anything neat and clean about the case featured in this week’s NYBD involving a contested LLC freeze-out merger.
Continue Reading One Very Messy LLC Freeze-Out Merger
Hoping to derive standing to sue from an LLC membership interest assignment? This week’s New York Business Divorce is another reminder that assignment of a membership interest does not convey actual membership status, with all the coveted legal rights flowing therefrom, unless the operating agreement grants the assignor such power, and, then, only where the assignor and assignee comply with all the conditions of the contract for admission of a new member. Anything less can result in total litigation defeat.
Continue Reading Mere Assignment of an LLC Membership Interest Does Not Make You a Member