Few recent cases in the business divorce field are as important as last week’s appellate affirmance in the Shapiro case, allowing majority LLC members to adopt an operating agreement that binds non-signatory minority members. Get the story in this week’s New York Business Divorce.
Continue Reading Thinking About Becoming a Minority Member of a New York LLC Without an Operating Agreement? Think Again
Operating Agreement Trumps Falsified Liquor License Application In Dispute Over LLC Membership
By Franklin C. McRoberts on
The case featured in this week’s New York Business Divorce illustrates the havoc that can follow when company owners create inconsistent ownership records for purposes of deceiving government agencies.
Continue Reading Operating Agreement Trumps Falsified Liquor License Application In Dispute Over LLC Membership
Announcing Must-Have Treatise on Business Divorce Litigation
By Peter A. Mahler on
If you are or aspire to be a business divorce lawyer, you’ll want to read in this week’s New York Business Divorce my review of a newly published treatise called Litigating The Business Divorce, after which you’ll want to order a copy.
Continue Reading Announcing Must-Have Treatise on Business Divorce Litigation
Sole Owners of Close Corporation and LLC Discover They’re Not So Sole
By Peter A. Mahler on
Conflicts over ownership in close corporations and LLCs, usually accompanied by conflicting or inadequate documentation, continue to generate court decisions of interest, two of which get the treatment in this week’s New York Business Divorce. …
Continue Reading Sole Owners of Close Corporation and LLC Discover They’re Not So Sole
Another Frozen-Out Minority LLC Member’s Petition for Dissolution Bites the . . . Sushi?
By Peter A. Mahler on
Brooklyn’s newest Commercial Division Justice, Sylvia G. Ash, last month handed down an interesting decision denying a petition for judicial dissolution of an LLC brought by a 25% member alleging freeze-out. Catch up with the latest developments in this week’s New York Business Divorce.
Continue Reading Another Frozen-Out Minority LLC Member’s Petition for Dissolution Bites the . . . Sushi?
She’s a Tie-Breaker, She’s a Risk Taker
By Peter A. Mahler on
A recent decision by Justice Martin Ritholtz addresses a novel claim by one of two 50% LLC members for breach of fiduciary duty by a non-member designated by the operating agreement as tie-breaker to resolve member deadlock. It’s in this week’s New York Business Divorce.
Continue Reading She’s a Tie-Breaker, She’s a Risk Taker
Court Finds No Breach of Operating Agreement, No Basis to Enjoin LLC Freeze-Out Merger
By Peter A. Mahler on
The LLC freeze-out merger has been referred to by one scholar as “hidden statutory expulsion.” In a decision last month featured in this week’s New York Business Divorce, Manhattan Commercial Division Justice Charles Ramos refused to enjoin a freeze-out merger challenged by minority members of an LLC who claimed that it violated the LLC’s operating agreement.
Continue Reading Court Finds No Breach of Operating Agreement, No Basis to Enjoin LLC Freeze-Out Merger
Minority Oppression in LLCs: Interview With Professor Douglas Moll
By Peter A. Mahler on
Minority oppression in the LLC is drawing greater attention in the legal community as the proportion of business associations formed as LLCs continues to outstrip close corporations and partnerships. This week’s New York Business Divorce highlights and links to a Business Divorce Roundtable podcast interview with Professor Douglas Moll, one of the country’s leading authorities on minority oppression in the closely held business entities. …
Continue Reading Minority Oppression in LLCs: Interview With Professor Douglas Moll
Bad Faith Defense Gets Boost in LLC Dissolution Case
By Peter A. Mahler on
The bad faith defense has been recognized in close corporation dissolution cases involving both minority shareholder oppression and shareholder deadlock. How about LLC dissolution? This week’s New York Business Divorce looks at a recent Tennessee court’s decision upholding the defense in a dissolution case involving a Delaware LLC with two 50/50 members. …
Continue Reading Bad Faith Defense Gets Boost in LLC Dissolution Case
When Will Then Be Now? Court Construes LLC Agreement’s Advancement Provision With An Assist From Spaceballs
By Peter A. Mahler on
This week’s New York Business Divorce goes to the movies, sort of, as it looks at a recent Delaware Chancery Court decision granting a former LLC manager’s claim for advancement of legal expenses, in which the court drew comparison between the defendant’s losing argument and a scene from the Mel Brooks film Spaceballs.
Continue Reading When Will Then Be Now? Court Construes LLC Agreement’s Advancement Provision With An Assist From Spaceballs