A decision last month by Justice Robert Bruno foiled a convicted felon’s attempt to assign to his wife his 50% membership interest in two realty holding LLCs. Find out more in this week’s New York Business Divorce.
Continue Reading How Good is Your Operating Agreement’s Anti-Assignment Clause?
Conditional Inspection of LLC Books and Records: When Is It Permitted?
By Peter A. Mahler on
A recent decision by Justice Donna Mills highlights the consequences of not including in the operating agreement confidentiality requirements linked to member rights to inspect books and records. It’s in this week’s New York Business Divorce. …
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One Parking Lot, Two Brothers, Three Decisions
The Appellate Division, Second Department, last week decided three appeals in the same business divorce case, addressing important issues concerning claims for LLC dissolution, equitable buyout, and use of company monies for legal fees defending dissolution proceedings. This week’s New York Business Divorce has the story.
Continue Reading One Parking Lot, Two Brothers, Three Decisions
A Decade Later, LLC’s Majority Members Pay The Price For Converting Minority Member’s Interest
By Peter A. Mahler on
The LLC majority members in Bonanni v. Horizons Investors Corp., were ordered to pay the piper in a post-trial decision earlier this month by Justice Elizabeth Emerson in a 10-year old case, finding that they had converted the plaintiff’s minority membership interest. It’s in this week’s New York Business Divorce. …
Continue Reading A Decade Later, LLC’s Majority Members Pay The Price For Converting Minority Member’s Interest
Choose Carefully: Dissolution vs. Dissociation Under RULLCA
By Peter A. Mahler on
The Revised Uniform LLC Act or “RULLCA” has been adopted by a growing number of states. This week’s New York Business Divorce highlights RULLCA’s overlapping dissolution and dissociation provisions as recently construed by one appellate court.
Continue Reading Choose Carefully: Dissolution vs. Dissociation Under RULLCA
Winter Case Notes: LLC Manager Removal and Other Recent Decisions of Interest
New York Business Divorce this week inaugurates Winter Case Notes, offering synopses of three recent decisions by Supreme Court Justices Richard Platkin, Stephen Bucaria, and Cynthia Kern in cases involving the removal of an LLC manager and other issues of interest to business divorce professionals.
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Take My Fiduciary Duty . . . Please!
By Peter A. Mahler on
Posted in LLCs
Remember Gilbert v Weintraub, the case of the LLC member who resigned as manager and started a competing company? A new decision by Justice Timothy Driscoll sheds more light on the question whether a member-manager can shed fiduciary duty.
Continue Reading Take My Fiduciary Duty . . . Please!
Court Dissolves LLC Due to Managing Member’s “Self-Dealing and Dishonest Conduct”
By Peter A. Mahler on
Another family-owned business on the rocks takes the spotlight in this week’s New York Business Divorce featuring a recent decision by Justice Christine Sproat granting an LLC dissolution petition. …
Continue Reading Court Dissolves LLC Due to Managing Member’s “Self-Dealing and Dishonest Conduct”
LLC Agreement’s All-Purpose Purpose Clause Defeats Dissolution Petition
This week’s New York Business Divorce closes out the year with an interesting decision by Justice Timothy Driscoll dismissing a dissolution petition that followed the sale of an LLC’s sole real estate asset based on the broad purpose clause in the parties’ LLC agreement.. …
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Can LLC Members Walk Away From Fiduciary Duties?
By Peter A. Mahler on
Posted in LLCs
A case decided last month by Justice Timothy Driscoll in Gilbert v Weintraub raises but doesn’t answer the tantalizing question whether a member of a multi-member, member-managed LLC with no operating agreement can shed fiduciary obligations and freely start a competing business by disavowing any management role in the prior business. This week’s New York Business Divorce has the story. …
Continue Reading Can LLC Members Walk Away From Fiduciary Duties?