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All other things being equal, the odds of an eventual business divorce go up when one of two business partners is also the business’s landlord. Case in point: Matter of Shure (S&S Eatery, LLC), decided last month by Justice Timothy Driscoll. Learn more in this week’s New York Business Divorce.
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Continue Reading LLC Dissolution Case Highlights Divergent Interests When One Member is Also the Landlord

By statute a member can seek judicial dissolution of an LLC, but can a member of a member seek dissolution by way of a derivative claim under Tzolis v. Wolff? Find out in this week’s New York Business Divorce featuring Justice Kornreich’s recent decision in JG Club Holdings, LLC v. Jacaranda Holdings, LLC.
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Continue Reading Can a Member of a Member of an LLC Sue to Dissolve the LLC?

Delaware decisional law holds that members of a Delaware LLC may eliminate the LLC manager’s default fiduciary duties by explicit disclaimer in the LLC agreement. In its decision last month in Kagan v. HMC-New York, Inc., a divided panel of the Appellate Division, First Department, disagreed whether the wording of a fiduciary disclaimer in an LLC agreement was sufficiently precise to warrant summary dismissal of fiduciary breach claims. Learn more about this important topic in this week’s New York Business Divorce.
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Continue Reading Elimination of LLC Manager’s Fiduciary Duties Divides Appellate Panel

Last week’s New York Business Divorce looked at Auriga Capital v. Gatz in which Chancellor Leo Strine of the Delaware Chancery Court undertook a comprehensive analysis of LLC manager fiduciary duties under Delaware law. This week’s post takes a comparative look at New York LLC manager duties.
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Continue Reading What Does Chancellor Strine’s Auriga Capital Decision Teach Us About Fiduciary Duties of New York LLC Managers? (Part Two)

In the first of a two-part series, this week’s New York Business Divorce looks at the Delaware Chancery Court’s important decision last month in Auriga Capital v. Gatz in which Chancellor Leo Strine, Jr. sets forth an analytic framework for imposition of fiduciary duties on managers of Delaware LLCs. Next week’s post will compare the law governing fiduciary duties of New York LLC managers.
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Continue Reading What Does Chancellor Strine’s Auriga Capital Decision Teach Us About Fiduciary Duties of New York LLC Managers? (Part One)

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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Continue Reading Court Orders Dissolution of Unprofitable Real Estate LLC

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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Continue Reading With a Whimper, Not a Bang: New York’s Top Court Rules on LLC Promoter Liability

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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Continue Reading Appellate Court Reinstates LLC Manager in Dispute with Investor in Vodka Venture

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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Continue Reading Freeze-Out Merger and the Limited Liability Company