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.
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Court Rebuffs Dissolution Withdrawal in Denying Enforcement of Non-Compete
By Peter A. Mahler on
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. …
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Another Case of Seller’s Remorse Bites the Dust
By Peter A. Mahler on
Disputes over shareholder buy-outs continue to generate interesting court decisions addressing whether the purchasing controller has an affirmative, fiduciary duty of disclosure, as in Brummer v. Red Rabbit, LLC, highlighted in this week’s New York Business Divorce.
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Court Denies Mandatory Injunctive Relief in Battle for Control of Family Business
By Peter A. Mahler on
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.
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Not Your Father’s Derivative Action
By Peter A. Mahler on
This week’s New York Business Divorce travels upstate, to Buffalo, where a most interesting dispute between 50/50 members of a realty company has played out in litigation before Justice Timothy Walker, focusing on the rights of the non-managing member to bring a derivative summary eviction proceeding against the LLC’s sole tenant. …
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LLC Formalities that Matter: Guest Post by Professor Daniel Kleinberger
By Peter A. Mahler on
Posted in LLCs
This week’s New York Business Divorce proudly features a guest post entitled “LLC Formalities that Matter” by Daniel S. Kleinberger, Emeritus Professor of Law at William Mitchell College of Law and leading authority on unincorporated business entities. Don’t miss it!
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Appellate Court Upholds 0% Marketability Discount in LLC Fair Value Case
By Peter A. Mahler on
Posted in Accountants/Experts, Buyout, Family-Owned Businesses, LLCs, Valuation, Valuation Discounts
A Brooklyn appellate panel last week provided more fodder for the DLOM debate that’s been in the legal news of late, upholding a 0% DLOM in a fair value appraisal of a membership interest in a real estate holding company. It’s featured in this week’s New York Business Divorce.
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Round-Up of Recent Business Divorce Cases From Across the Country
By Peter A. Mahler on
Take a trip across the country with this week’s New York Business Divorce, as it examines five appellate decisions last year by courts outside New York in business divorce cases. …
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Top Ten Business Divorce Cases of 2014
New York Business Divorce proudly presents its seventh annual list of the past year’s ten most noteworthy business divorce cases, along with short summaries and links to prior posts on the featured cases. Happy New Year!
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LLC Subscription Agreement No Bar to Transfer of Membership Interest
By Peter A. Mahler on
Does an LLC subscription agreement, barring transfer of “any interest therein,” bar the later transfer of the acquired membership interest? The answer, recently provided by a Manhattan appellate panel in Gartner v. Cardio Ventures, LLC, is discussed in this week’s New York Business Divorce. …
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