You’d think amidst the COVID-19 pandemic, with restaurants struggling to stay open, that their owners would have more pressing issues to deal with than litigating against their co-owners, but as you’ll see in this week’s New York Business Divorce, some things never change.
Continue Reading Business Divorce on the Menu
Can a shotgun turn into a minefield? The answer is “yes” judging from a recent decision by Manhattan Commercial Division Justice Andrew Borrok finding a defective exercise of provisions in an LLC agreement for a deadlock-triggered shotgun buy-out. Read about it in this week’s New York Business Divorce.
Continue Reading LLC Member Pays the Price For Not Sticking to Deadlock-Breaking Script
In this week’s New York Business Divorce, read about a first-of-its-kind decision announcing the existence under New York law of a potentially viable claim for common-law LLC dissolution.
Continue Reading First-Impression Decision Recognizes a Cause of Action for Common-Law LLC Dissolution
In a recent decision by Justice Andrea Masley, the court dismissed a petition to dissolve a realty holding LLC based on the operating agreement’s broad purpose clause of the any-lawful-business type. Get the full story in this week’s New York Business Divorce.
Continue Reading The Purposeless Purpose Clause Rides Again
It’s time for another cross-country trip in this week’s New York Business Divorce which summarizes a quintet of recent appellate decisions in business divorce cases by courts outside New York.
Continue Reading Business Divorce Nation: A Cross-Country Tour of Recent Decisions of Interest
Can an LLC member with a put option–the right to sell his interest back to the LLC–exercise that option when doing so will render the LLC insolvent? This week’s New York Business Divorce post highlights a recent decision by Justice Masley of the New York County Commercial Division considering this issue.
Continue Reading Departing LLC Members: Exercise Your Put Option Before Insolvency Approaches
In this week’s New York Business Divorce, we tackle the rules governing enforceability of oral partnership, shareholder, and operating agreements, including a first-impression appeals court decision addressing the validity of an alleged oral modification of written limited partnership agreement under New York’s Revised Limited Partnership Act.
Continue Reading Enforceability of Oral Operating, Shareholder, and Partnership Agreements
“Can I withdraw?” is a question frequently posed by unhappy LLC members to their legal counsel. This week’s New York Business Divorce features a recap of a highly informative conversation on that topic conducted on the Listserv of the ABA Business Law Section’s Committee on LLCs, Partnerships and Unincorporated Entities.
Continue Reading Does an LLC Member Have Absolute Power to Withdraw from the LLC?
What is it about LLCs that spawn so many lawsuits over member status and percentage interests? This week’s New York Business Divorce may not have the answer, but it does highlight a trio of recent court decisions involving disputed ownership claims.
Continue Reading Disputes Over Member Status Continue to Roil the LLC Waters
In this week’s New York Business Divorce, read about the exceedingly versatile cause of action of breach of fiduciary duty and the many remedies courts may award upon a finding of breach. This week’s post focuses on two remedies in particular: disgorgement of profits obtained through self-dealing, and recovery of attorneys’ fees when pled derivatively.
Continue Reading The Common-Law Tort of Breach of Fiduciary Duty: The Total Package