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The New York Court of Appeals heard oral argument this month of an appeal from the Appellate Division, First Department’s split decision in Pappas v. Tzolis pitting fiduciary duty against contractual waiver in the context of an intra-member buy-out of LLC membership interests. This week’s New York Business Divorce provides highlights of the oral argument and links to the argument’s webcast, the parties’ briefs, and other background materials. …
Continue Reading Does Waiver Trump Fiduciary Duty? Court of Appeals Hears Argument in Pappas v. Tzolis

The historic Bulova watchcase factory in picturesque Sag Harbor, NY, is the focus of a legal battle between co-developers that led to a decision earlier this month upholding a merger that left one of the developers in the cold, holding a check for $465.60 for its interest. Read more in this week’s New York Business Divorce. …
Continue Reading Too Late Gets Too Little: LLC Minority Member Fails to Block Merger, Must Accept $465 Buy-Out

New Jersey recently became the eighth state to adopt the Revised Uniform Limited Liability Company Act including a new provision authorizing judicial dissolution of LLCs on the ground of oppressive acts by the controllling managers or members and also providing a statutory buy-out remedy, much like the dissolution statutes governing close corporations. For more on the new statute’s background, its provisions, and the surrounding policy debate, read this week’s New York Business Divorce.
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Continue Reading New Jersey Adopts Revised LLC Act Authorizing Dissolution for Minority Oppression

In the second of two posts on the recent post-trial decision in Chiu v. Chiu, involving the disputed ownership of a single-asset real estate holding company, this week’s New York Business Divorce focuses on the court’s rejection of a discount for lack of marketability in determining the fair value of the withdrawing member’s 10% interest.
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Continue Reading Court Rejects Marketability Discount in LLC Fair Value Case

This week’s New York Business Divorce revisits the fascinating case of Chiu v. Chiu on the occasion of a post-trial decision by Justice Allan Weiss in this long-running battle between two brothers over the ownership and valuation of a real estate holding company. Don’t miss it!
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Continue Reading Court Recasts Advances as Capital Contributions in Determining LLC Members’ Ownership Percentages

Compared to its Business Corporation Law, New York’s LLC Law provides greater latitude to LLC members when it comes to making management decisions without necessity of holding a formal meeting. A recent Delaware Chancery Court decision construing that state’s similar LLC statute sheds light on the interplay between the statutory default rule and operating agreement provisions that set forth voting procedures without mention of the members’ right to take action without a meeting. It’s in this week’s New York Business Divorce.
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Continue Reading When Can LLC Members Act Without Holding a Meeting?

This week’s New York Business Divorce offers some “summer shorts” consisting of summaries of three recent decisions of interest including two by Justice Timothy Driscoll and another by Justice David Schmidt, featuring disputes over a liquidating receiver’s sale of the dissolved corporation’s real property and the requirements for pleading derivative claims.
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Continue Reading Summer Shorts: Liquidating Receiver’s Authority to Compel Share Redemption and Other Recent Decisions of Interest

This week’s New York Business Divorce features an interesting decision by Justice Stephen Bucaria addressing the attorney-client privilege concerning company counsel in a dispute between membership factions of an LLC. Don’t miss it.
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Continue Reading Obtaining Discovery of the Company Lawyer in Business Divorce Cases: Privileged or Not?

A tattoo parlor business is the unusual setting for a decision last week by the Appellate Division, Second Department, affirming the lower court’s post-trial dismissal of an LLC dissolution case brought by a member claiming denial of her co-equal management rights. It’s “inked” in this week’s New York Business Divorce.
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Continue Reading Woe Unto the Undocumented LLC Member Seeking Judicial Dissolution

Justice Kevin Dowd issued a significant decision last month, granting dissolution of an LLC operating a youth baseball camp near the Baseball Hall of Fame in upstate Cooperstown, based on the majority member’s diversion of hospitality business to offsite facilities. It’s in this week’s New York Business Divorce.
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Continue Reading Majority Member’s “Egregious Breach” of Operating Agreement Leads to LLC’s Judicial Dissolution