LLCs

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A recent and controversial decision by the Delaware Chancery Court highlights the need for counsel drafting multiple-member LLC operating agreements to focus attention on whether, and if so the circumstances under which, a member may transfer its membership interest, including economic and voting rights, to another existing member with or without the other members’ consent. Learn more about this important case law development in this week’s New York Business Divorce.
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Continue Reading Avoiding the Pain of Achaian, or How Not to Draft LLC Membership Transfer Provisions

Why is New York near the bottom of the pack in the U.S. when it comes to the popularity of the limited liability company as the choice of entity for new businesses? A new statistical study concludes that New York’s formation fees, and particularly its expensive requirement for newspaper publication of LLC formations, is the reason. Read more in this week’s New York Business Divorce.
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Continue Reading 625 Reasons Why New York Lags in LLC Formations

It’s one thing to claim that someone never became a member of an LLC, it’s another to claim that an admitted LLC member later withdrew. Justice Stephen Bucaria addresses the latter claim in his recent decision in Gitlin v. Chirinkin, featured in this week’s New York Business Divorce.
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Continue Reading Member of Real Estate LLC Never Withdrew, Held Entitled to Share of Sale Proceeds

Last week’s rulings by New York’s high court in the closely-watched Centro and Arfa cases resolves much of the uncertainty that has surrounded the ability of controlling owners of closely held companies to bargain for effective releases against fiduciary-based claims of non-disclosure when buying out minority owners. Get the full story in this week’s New York Business Divorce.
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Continue Reading New York’s Top Court Resets the Bargaining Table When Controlling Owner of Closely Held Company Buys Out Minority Partner

Two notable decisions handed down the same day last week by the Appellate Division, First Department, address claims against managers of Delaware LLCs for breach of fiduciary duty. The plaintiffs scored in one and struck out in the other. It’s in this week’s New York Business Divorce.
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Continue Reading One Hit, One Miss: NY Courts Decide Fiduciary Duties of Delaware LLC Managers

This week’s New York Business Divorce highlights the contributions of the Nassau County Commercial Division Justices Stephen Bucaria, Ira Warshawsky and Timothy Driscoll to the body of business divorce case law, also featuring three of their recent decisions.
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Continue Reading New Decisions of Interest by Nassau County’s Commercial Division Judges

The order to show cause is a critical document drafted by the petitioner’s counsel for signature by the judge when initiating a corporate dissolution proceeding. This week’s New York Business Divorce offers a drafting primer using some illustrative forms.
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Continue Reading Dissecting the Order to Show Cause in Corporate Dissolution Proceedings

In a rare intersection of matrimonial and business divorce, last week the Appellate Division, Third Department, upheld the dismissal of an LLC dissolution proceeding brought by one spouse on the ground it was superseded by the other spouse’s prior-filed divorce action. But wait a minute; how can the court simply disregard the LLC as a separate entity? Read more in this week’s New York Business Divorce.
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Continue Reading Court Decision Weds Business Divorce with Matrimonial Divorce

The Appellate Division, Second Department’s breakthrough decision in the 1545 Ocean Avenue case, in which the court redefined the standard for judicial dissolution of LLCs, recently marked its one-year anniversary. This week’s New York Business Divorce looks at several recent trial court decisions by Justices Warshawsky, Strauss and Pines in LLC dissolution cases to see how the new standard has fared.
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Continue Reading The Emerging Influence of 1545 Ocean Avenue on Judicial Dissolution of LLCs