This week’s New York Business Divorce presents the 2025 Winter Case Notes, where we highlight a few recent decisions of interest featuring strict adherence to statutory language and the parties’ governing agreements.
Continue Reading Winter Case Notes: Nice Try, But the Agreements Say What They Say
This week’s New York Business Divorce features the highly anticipated ruling by the New York Court of Appeals, in a 4-3 decision in Behler v Tao, affirming dismissal of a complaint seeking to enforce an oral “exit opportunity agreement” involving a Delaware LLC.
Continue Reading New York Top Court’s Advice to Prospective Investors in Delaware LLCs: Pay Close Attention to Controller’s Power to Amend LLC Agreement
This week in New York Business Divorce, read about what appears to be the first New York appeals court decision to enforce a waiver-of-dissolution provision in an LLC operating agreement, a departure from prevailing appellate case law holding broad anti-dissolution provisions void as against public policy.
Continue Reading New Year, New Law – New Opacity – for LLC Owner Disputes
The irony of litigation over buy-sell agreements is that such agreements are specifically intended to avoid litigation when owners die or become disabled or otherwise seek to exit the firm. Take, for example, last week’s Appellate Division ruling, reversing the lower court’s decision dismissing a claim to enforce an operating agreement’s buy-sell provision. Better yet, read about it in this week’s New York Business Divorce.
Continue Reading The Little Buy-Sell That Could
This week’s New York Business Divorce post examines a recent appellate court decision in which the Third Department searches the record to find deadlocked 50/50 members unable to carry on a realty LLC’s business, warranting dissolution.
Continue Reading Help Comes From an Unexpected Place in LLC Deadlock Dissolution: The Third Department
This week’s New York Business Divorce post concerns the impact that estoppel can play in determining the all-important question of, “Am I a member of the LLC?”
Continue Reading To be or Not to Be (a Member). That is the Question… That Estoppel Can Help Answer.
November was a whirlwind month for New York LLC litigation. It featured disputes over how to wind up a judicially dissolved LLC, a bitter intra-family emergency indemnification/advancement injunction, and the finale of a decade-long battle over the enforceability of a partially baked operating agreement. Some of these recent cases add clarity to the growing body of New York LLC caselaw. Others add confusion. But all add precedential footholds for future arguments in disputes between members of New York LLCs. Members and their counsel take note.Continue Reading A Leaf Through a Busy November in New York LLC Litigation
New York’s LLC Law authorizes operating agreements to eliminate manager and member fiduciary duties, but does it really? Find out in this week’s New York Business Divorce.
Continue Reading Diving Into the Shallow Waters of New York Law Permitting Elimination of LLC Managers’ Liability for Breach of Fiduciary Duty
This week in New York Business Divorce, read how a New York LLC can successfully evade an arbitration provision in its own operating agreement.
Continue Reading Is an LLC Bound by its Own Operating Agreement?
The limited liability company is relatively young. Though origin research is always a dubious task, my efforts tell me that the first LLC was created in 1977 in Wyoming, followed by other LLCs in Florida in 1982. The years since then have witnessed the LLC’s rise to the closely held entity of choice among business owners.
One benefit of the LLC’s youthful age is that many of the minds that were most influential in its early-stage development are still teaching, practicing, and studying, all while continuing to lend their expertise on LLC formation, regulation, and litigation. And your best chance of catching all those prominent minds in one place is at the American Bar Association’s annual LLC Institute.
For those interested in learning the intricacies of the LLC laws directly from the experts, I highly recommend attending the two-day conference. While a single-post recap inevitably won’t do justice to the many presentations, panels, and discussions at the Institute, this week’s post attempts to sample some of the best business divorce topics highlighted in the 2024 LLC Institute.Continue Reading Greetings from the American Bar Association’s 2024 LLC Institute