LLCs

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The Delaware Court of Chancery plays an outsized role not only in the public company arena, but also in the field of business divorce and other disputes among co-owners of closely held corporations, partnerships, and LLCs. This week’s New York Business Divorce sets the stage and invites you to listen to a podcast interview of Delaware lawyers Kurt Heyman and Pete Ladig discussing litigation of business divorce cases in the Delaware Chancery Court.
Continue Reading Business Divorce, Delaware Style

Deadlock in LLCs with two equal members can be a major problem and trigger for dissolution proceedings, which is why it’s crucial to consider deadlock avoidance provisions in the operating agreement. This week’s New York Business Divorce, and a related podcast interview on the Business Divorce Roundtable, features noted LLC expert and attorney John Cunningham on the topic of LLC deadlock and how to avoid it.
Continue Reading John Cunningham on Avoiding Deadlock in Two-Member LLCs

Is the contractual freedom associated with LLC statutory default rules being used to promote efficiencies or opportunistically by LLC controllers at the expense of vulnerable LLC members? That’s the subject of a study and article by Professor Peter Molk highlighted in this week’s New York Business Divorce and accompanying interview of Professor Molk on the Business Divorce Roundtable podcast.
Continue Reading Professor Peter Molk’s Groundbreaking Study of How LLC Owners Contract Around Default Statutory Protections

The death and testamentary bequests of the majority member of a family-owned LLC set the stage for a legal contest over the executor’s standing to enforce dissolution and have himself appointed as receiver to wind up the LLC’s affairs. This week’s New York Business Divorce has the story.
Continue Reading Executor of Deceased Majority Member Appointed Receiver to Wind Up LLC

This week’s New York Business Divorce highlights a trio of recent decisions involving LLC disputes concerning the membership rights of the estate of a deceased member, the intended purpose of the LLC as the basis for a dissolution claim, and the power to expel a member. …
Continue Reading LLC Case Notes: Member Expulsion, Withdrawal, and LLC Purpose

An unusual, two-state battle between 50-50 owners of a New York LLC led to a decision earlier this month by Justice Kornreich dismissing a dissolution petition and denying injunctive relief following a New Jersey judge’s order appointing a fifth Director to break a Board deadlock. This week’s New York Business Divorce has the story.
Continue Reading Court Dismisses Dissolution Petition Amidst Multi-Jurisdictional Battle for Control of LLC

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?

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

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