LLCs

Subscribe to LLCs via RSS

Once in a while, a case comes along to remind us to think twice before getting involved in expensive litigation between business partners over a defunct, insolvent company. Mazel Capital v. Laifer, recently decided by Justice Shirley Werner Kornreich is such a case. It’s in this week’s New York Business Divorce. …
Continue Reading Business Partners Fighting Over the Company’s Corpse

The test for dissolution of an LLC includes whether its purpose as defined in the LLC agreement is no longer achievable. This week’s New York Business Divorce looks at cases, including a Delaware Chancery Court decision released days ago, in which courts have looked outside the agreement to determine the LLC’s purpose. …
Continue Reading Finding Purpose Outside the LLC Agreement

Surviving a dismissal motion in LLC dissolution cases can be affected by the form of the suit, i.e., whether brought as a special proceeding or as a plenary action. Find out more, and see how a dismissal motion played out in a recent decision by Manhattan Justice Ellen Coin, in this week’s New York Business Divorce.
Continue Reading Surviving a Motion to Dismiss in LLC Dissolution Cases

Last week’s decision by a Manhattan appellate panel in Barone v. Sowers reaffirms its holding two years ago in Doyle v. Icon, LLC that a minority member of an LLC cannot solely rely on allegations of oppression by the majority member to survive a pretrial motion for dismissal of a dissolution claim. Learn more in this week’s New York Business Divorce.
Continue Reading Oppression Claims Don’t Cut It in LLC Dissolution Cases

Equitable dissolution of LLCs may not sound familiar to business divorce mavens, but that could change after last week’s decision by Vice Chancellor Laster of the Delaware Chancery Court in a case involving the Tom James custom apparel company. Read more in this week’s New York Business Divorce. …
Continue Reading Delaware Chancery Court Endorses Equitable Dissolution of LLC

Can majority members of an LLC withdraw a dissolution claim, over two years into the case, for the purpose of enforcing against a minority member the LLC agreement’s non-compete provision which, by its terms, lapses upon dissolution? Find out in this week’s New York Business Divorce. …
Continue Reading Court Rebuffs Dissolution Withdrawal in Denying Enforcement of Non-Compete

The intensely personal dynamic of a family business divorce can lead to a multitude of applications to the court for interim relief in an effort to gain the higher ground financially and psychologically. This week’s New York Business Divorce highlights a case in which Justice Emily Pines addressed dueling motions by step-siblings for interim, mandatory injunctions in a battle for control of their late father’s auto dealerships.
Continue Reading Court Denies Mandatory Injunctive Relief in Battle for Control of Family Business