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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No Meeting, No Vote Required for LLC’s Freeze-Out Merger Approved by Majority’s Written Consents
By Peter A. Mahler on
The statute governing LLC mergers requires a member vote at a meeting to be held on at least 20 days notice. In Slayton v. Highline Stages, LLC, the majority members used written consents in lieu of a meeting to approve a freeze-out merger, which the frozen-out minority member challenged. Did she succeed? Find out in this week’s New York Business Divorce. …
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Squabbling Partners with Piecemeal Adjudications Need Not Apply
By Peter A. Mahler on
Over the last year or so Nassau County Commercial Division Justice Stephen Bucaria has issued a series of decisions in disputes among co-owners of close corporations and LLCs applying the ancient rule of partnership law prohibiting courts from adjudicating such disputes except when dissolution or a final accounting is sought. Learn more about this intriguing development in this week’s New York Business Divorce. …
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Court Construes Member Expulsion Provision in LLC Agreement
By Peter A. Mahler on
There’s sure to be fireworks — or at least litigation — when one of two 50% members of an LLC attempts to terminate the other for wrongful conduct as vaguely defined in the LLC agreement, as illustrated in an appellate ruling last month in Harker v. Guyther, featured in this week’s New York Business Divorce.
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Hot Topics in Business Divorce
Hot topics in business divorce is the topic of this week’s New York Business Divorce. Equitable buy-out in LLC dissolution cases, fiduciary waiver, and dissolution of foreign entities are just some of the current issues highlighted. …
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Court Puts LLC Out of Its Misery, Contractually
By Peter A. Mahler on
This week’s New York Business Divorce spotlights an interesting and unusual LLC dissolution case in which Justice Thomas Whelan upheld grounds for contractual as opposed to judicial dissolution. It’s one you won’t want to miss. …
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Death of an LLC Member
By Peter A. Mahler on
In a noteworthy decision last month, Justice Orin Kitzes ruled that the executor of a deceased LLC member’s estate lacked standing to assert derivative claims against the LLC’s managers. Find out why, in this week’s New York Business Divorce. …
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Did Anyone Tell the Judge the Business Corporation Law Doesn’t Apply to LLC Dissolution?
By Peter A. Mahler on
Posted in Dissolution Basics, LLCs
The Appellate Division’s landmark ruling in the 1545 Ocean Avenue case sharply demarcated the different statutes and different grounds available for judicial dissolution of LLCs and closely held corporations. So why, in a recent trial court decision, did the court grant judicial dissolution of an LLC under both the LLC Law and the Business Corporation Law? This week’s New York Business Divorce explains. …
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