Those interested in the evolving law of LLC dissolution won’t want to miss this week’s New York Business Divorce featuring a case called Mizrahi v. Cohen decided last week by Justice Carolyn Demarest in which she ordered dissolution of a financially failing real estate holding company.
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With a Whimper, Not a Bang: New York’s Top Court Rules on LLC Promoter Liability
By Peter A. Mahler on
Posted in LLCs
The New York Court of Appeals sidestepped the issue of LLC promoter liability for pre-formation nondisclosure in its decision last week in Roni LLC v. Arfa. It’s in this week’s New York Business Divorce, which also pays tribute to the late Professor Larry Ribstein.
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Appellate Court Reinstates LLC Manager in Dispute with Investor in Vodka Venture
A decision last week by the Appellate Division, First Department, in Lehey v. Goldburt brings to light a bitter dispute between the managing member of a vodka distributor with a gimmicky bottle featuring an LED ticker display, and an investor claiming that his millions in funding have been squandered. Get the story in this week’s New York Business Divorce.
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NY’s Top Court Hears Argument on LLC Promoter Liability
By Peter A. Mahler on
Posted in LLCs
This week’s New York Business Divorce offers a courtside view of the oral argument earlier this month in Roni LLC v. Arfa, in which NY’s highest court will decide whether organizers (“promoters”) of limited liability companies owe a fiduciary duty of disclosure to prospective investors-members.
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Freeze-Out Merger and the Limited Liability Company
By Peter A. Mahler on
Freeze-out mergers are well known in the corporate venue, but did you know they can also be used for limited liability companies, and that they can trigger appraisal rights? This week’s New York Business Divorce examines a decision by Manhattan Commercial Division Justice Charles Ramos in a rare lawsuit prompted by an LLC freeze-out merger.
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Judges Thinking Outside the LLC Dissolution Box
By Peter A. Mahler on
This week’s New York Business Divorce looks at two recent decisions by Justices Stephen Bucaria and Emily Pines granting “outside the box” remedies in LLC dissolution cases, one involving buyout and the other involving appointment of a temporary receiver to act as monitor of financial records.
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Father May Not Know Best: Appeals Court Grants Injunction in Son’s Bid to Establish Majority Ownership of LLC
By Peter A. Mahler on
Earlier this month, in a case called Reichman v. Reichman, the Brooklyn-based Appellate Division, Second Department, reversed a lower court’s decision and granted a preliminary injunction in a bitter feud between father and son over the ownership of a dot-com business organized as an LLC. Don’t miss it in this week’s New York Business Divorce.
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New York and Delaware Courts Decide Disputes Over Accounting Firm Buyouts
By Peter A. Mahler on
This week’s New York Business Divorce features a pair of recent decisions by New York and Delaware courts addressing disputes between accounting firms and departing partners over entitlement to buy-out payments. Both are highly interesting decisions, especially for anyone involved in drafting agreements for professional firms.
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New York and Delaware Courts Address LLC Member Access to Books and Records
By Peter A. Mahler on
Recent decisions by New York and Delaware courts address the rights of non-controlling members of LLCs to inspect company books and records. Learn more about this important topic in this week’s New York Business Divorce.
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The Rise and Fall and Rise of Blue Chip: Fiduciary Duty Trumps Waiver in Latest First Department Decision
By Peter A. Mahler on
Last week, in Pappas v. Tzolis, the Appellate Division, First Department, handed down a 3-2 decision reinstating claims for fiduciary breach and fraud brought by members of an LLC against another member who acquired their interests allegedly while keeping secret his negotiations to sell the LLC’s sole asset to an outside buyer at a drastically higher valuation. It’s an important decision likely headed to the New York Court of Appeals, and it’s in this week’s New York Business Divorce.
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