LLCs

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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Third Department, upheld the dismissal of an LLC dissolution proceeding brought by one spouse on the ground it was superseded by the other spouse’s prior-filed divorce action.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

Professor Larry Ribstein recently published a highly informative paper called “Close Corporation Remedies and the Evolution of the Closely Held Firm” in which he relates the judicial dissolution remedy to the evolution of small business firms from partnerships to close corporations to the modern limited liability company. It’s essential reading for business divorce practitioners, and it’s in this week’s New York Business Divorce.
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Continue Reading Larry Ribstein on the Evolution of the Closely Held Firm and Judicial Dissolution Remedies

A recent decision by Commercial Division Justice Bernard Fried addresses an interesting issue concerning demand requirements for derivative actions involving manager-managed LLCs. Learn more in this week’s New York Business Divorce.
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Continue Reading May Majority Member of Managerless Manager-Managed LLC Maintain Derivative Action?

In Georgi v. Polanski, decided last month by Kings County Commercial Division Justice David Schmidt, the court addresses the right of a controlling LLC member to expel the non-controlling member upon his failure to comply with a capital call. It’s in this week’s New York Business Divorce.
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Continue Reading Not a Capital Idea: Making Unauthorized LLC Capital Calls