At the 2023 LLC Institute recently held in Denver, CO, the NYBD authors had the pleasure of sharing their views from the Business Divorce trenches on emerging trends or potential trends in LLC litigation.  Here is a recap of the lively panel discussion, Frontiers of LLC Member Litigation: Sex Discrimination as Oppression, Freeze-Out Mergers, and Direct vs. Derivative Claims.
Continue Reading Greetings from the American Bar Association’s 2023 LLC Institute

This week’s New York Business Divorce offers a trifecta of sorts, offering summaries of three recent decisions, one involving an LLC, another a partnership, and another a close corporation.
Continue Reading Recent Decisions Enforce LLC Member’s Right of First Refusal, Restrict Partnership Accounting, and Allow Damages Claim for Breach of Oral Shareholders Agreement

Statutes and caselaw have imposed several limitations on shareholders’ ability to enter into enforceable voting agreements. But those limitations apply in the corporate context—few have migrated over to LLC member voting agreements. And as a recent decision from the First Department demonstrates, LLC member voting agreements may have fewer formality requirements than one might expect.
Continue Reading First Department Recognizes Cause of Action for Specific Performance of LLC Member Voting Agreement

In this week’s New York Business Divorce, read about a new decision from New York County Commercial Division Justice Andrea J. Masley addressing an important, unresolved question of New York law: whether, and if so, to what extent, do minority LLC members owe fiduciary duties?
Continue Reading Do Non-Manager, Minority LLC Owners Owe Fiduciary Duties?

Two-member, 50/50 LLCs are natural fodder for deadlock. This week’s New York Business Divorce questions whether New York’s standard for LLC dissolution takes too narrow an approach to deadlock.
Continue Reading Has the Time Come for New York to Follow Delaware and Officially Pronounce Deadlock as Ground for LLC Dissolution?