Is a “Management Member” of an LLC, who holds only an economic interest, a “Member” for purposes of demanding access to the LLC’s books and records? Justice Shirley Werner Kornreich, applying Delaware law, closely examined the operating agreement in upholding inspection rights, as explained in this week’s New York Business Divorce.
Continue Reading A Member By Any Other Name . . . May Have Access to LLC Books and Records
LLC’s Purpose Being Achieved? Business Doing Fine? Good Luck Getting Judicial Dissolution
By Franklin C. McRoberts on
A minority member of an LLC that operates a Manhattan restaurant learned how tough it can be to get judicial dissolution of a financially sound LLC that’s achieving its intended purpose, notwithstanding allegations of majority oppression. It’s in this week’s New York Business Divorce.
Continue Reading LLC’s Purpose Being Achieved? Business Doing Fine? Good Luck Getting Judicial Dissolution
Read This Case. Slap Your Head. Not Too Hard.
By Peter A. Mahler on
Did the parties get it wrong, or the judge, or both in Verkhoglyad v Benimovich, in which the court let proceed a claim to dissolve a foreign business entity and refused to enforce forum selection and pre-suit mediation clauses in the operating agreement of a New Jersey LLC. Learn more in this week’s New York Business Divorce. …
Continue Reading Read This Case. Slap Your Head. Not Too Hard.
Don’t Let the Deal Get Ahead of the Documents
By Peter A. Mahler on
Eagle Force v. Campbell, decided earlier this month by the Delaware Chancery Court, is a fascinating cautionary tale of the perils of signing and then trying to enforce incomplete business formation agreements. Get the story in this week’s New York Business Divorce.
Continue Reading Don’t Let the Deal Get Ahead of the Documents
Business Divorce Stories: Podcast Interviews with Business Appraiser Tony Cotrupe and Attorney Jeffrey Eilender
Business Divorce Stories is the title of the latest episode of the Business Divorce Roundtable podcast highlighted in this week’s post, featuring short interviews with business appraiser Tony Cotrupe and attorney Jeffrey Eilender sharing their first-hand accounts of business divorce cases involving break-ups of two businesses, each co-owned by a pair of brothers. …
Continue Reading Business Divorce Stories: Podcast Interviews with Business Appraiser Tony Cotrupe and Attorney Jeffrey Eilender
Summer Shorts: Three Must-Read Decisions
This 7th annual edition of Summer Shorts presents brief commentary on three must-read decisions in business divorce cases involving the use of special litigation committees in derivative actions by LLC members; dissolution of a family-owned real estate holding corporation and LLC; and a Delaware case in which Chancery Court ordered dissolution of a deadlocked LLC co-owned by celebrity chef Gordon Ramsay. …
Continue Reading Summer Shorts: Three Must-Read Decisions
Does Your LLC Agreement Have a Purposeless Purpose Clause?
By Peter A. Mahler on
Did the Appellate Division, Second Department, throw us a curve ball in its decision last week in Mace v. Tunick, reinstating an LLC dissolution complaint based on its finding that the operating agreement’s purpose clause, authorizing the LLC to engage in “any lawful business,” did not set forth “any particular purpose”? Learn more about this important development in this week’s New York Business Divorce. …
Continue Reading Does Your LLC Agreement Have a Purposeless Purpose Clause?
It’s a Partnership! No, It’s an LLC! No, It’s Both!
By Peter A. Mahler on
It’s common practice to convert old realty-holding general partnerships to LLCs for financing and liability purposes. Given that partnerships and LLCs are distinct entity forms governed by distinct statutes, can a pre-conversion partnership agreement nonetheless be enforced among the post-conversion LLC members? Find out in this week’s New York Business Divorce. …
Continue Reading It’s a Partnership! No, It’s an LLC! No, It’s Both!
In Dispute Over Partnership’s Conversion to LLC, Court Finds No Duty to “Spoon-Feed” Sophisticated Investor
By Peter A. Mahler on
Posted in LLCs, Partnerships
The Latin maxim, “equity aids the vigilant, not those who slumber on their rights,” steals the show in this week’s New York Business Divorce featuring a recent New Jersey appellate ruling affirming the dismissal of a challenge to the conversion of a limited partnership to an LLC.
Continue Reading In Dispute Over Partnership’s Conversion to LLC, Court Finds No Duty to “Spoon-Feed” Sophisticated Investor
“Food Fight” Sequel Ends Badly for Ousted Sibling
This week’s New York Business Divorce revisits a family feud involving a Brooklyn-based food distributor and affiliated realty company, in which an ousted minority owner was on the short end of a series of recent decisions by Justice Sylvia Ash.
Continue Reading “Food Fight” Sequel Ends Badly for Ousted Sibling