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.
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LLC Case Notes: Member Expulsion, Withdrawal, and LLC Purpose
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. …
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Court Dismisses Dissolution Petition Amidst Multi-Jurisdictional Battle for Control of LLC
By Peter A. Mahler on
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.
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How Good is Your Operating Agreement’s Anti-Assignment Clause?
By Peter A. Mahler on
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. …
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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. …
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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.
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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!