This week’s New York Business Divorce looks at the courts’ powers to order equitable remedies short of dissolution in judicial dissolution cases involving LLCs, featuring a highly unusual case from Mississippi.
Continue Reading The Magnolia State Wins the Prize for Novel Alternative Remedies in LLC Dissolution Cases
Damages or Rescission? When Electing Fraud Remedies Choose Wisely
In this week’s New York Business Divorce, read about the principle of election of remedies for claims of fraud and the painful lesson a defrauded LLC investor learned when she elected to proceed to trial on the remedy of equitable rescission, only to learn that money damages might have available against the defendant she sued, but rescission was not.
Continue Reading Damages or Rescission? When Electing Fraud Remedies Choose Wisely
Use Caution When Amending Your Operating Agreement Without Unanimous Consent
Should LLC operating agreements require unanimous consent of the members to amendments? As this week’s New York Business Divorce discusses, there’s no single right answer to the question.
Continue Reading Use Caution When Amending Your Operating Agreement Without Unanimous Consent
Surrogate’s Court Jurisdiction to Resolve Close Business Owner Disputes
In this week’s New York Business Divorce learn whether, and if so, under what circumstances, the New York Surrogate’s Court can compel an accounting of a non-party business entity in which a decedent’s estate holds a minority stake.
Continue Reading Surrogate’s Court Jurisdiction to Resolve Close Business Owner Disputes
Summer Shorts: Equitable Contribution, Stock Redemption, and Other Recent Decisions of Interest
This weeks New York Business Divorce proudly presents the 13th annual edition of Summer Shorts featuring brief commentary on five recent decisions of interest in business divorce cases in the New York courts.
Continue Reading Summer Shorts: Equitable Contribution, Stock Redemption, and Other Recent Decisions of Interest
Take the Business Divorce Pop Quiz!
Test your business divorce chops with a pop quiz in this week’s New York Business divorce featuring a series of questions involving cash-out mergers, fiduciary duty, and judicial dissolution of LLCs and close corporations.
Continue Reading Take the Business Divorce Pop Quiz!
Greetings from the American Bar Association’s 2023 LLC Institute
At the 2023 LLC Institute recently held in Denver, CO, the NYBD authors had the pleasure of sharing their views from the Business Divorce trenches on emerging trends or potential trends in LLC litigation. Here is a recap of the lively panel discussion, Frontiers of LLC Member Litigation: Sex Discrimination as Oppression, Freeze-Out Mergers, and Direct vs. Derivative Claims.
Continue Reading Greetings from the American Bar Association’s 2023 LLC Institute
Recent Decisions Enforce LLC Member’s Right of First Refusal, Restrict Partnership Accounting, and Allow Damages Claim for Breach of Oral Shareholders Agreement
This week’s New York Business Divorce offers a trifecta of sorts, offering summaries of three recent decisions, one involving an LLC, another a partnership, and another a close corporation.
Continue Reading Recent Decisions Enforce LLC Member’s Right of First Refusal, Restrict Partnership Accounting, and Allow Damages Claim for Breach of Oral Shareholders Agreement
Operating Agreement Trumps Postnup in High Stakes Battle Over Transfer of LLC Interest
Postnup agreement clashes with LLC agreement’s transfer restrictions in this week’s New York Business Divorce featuring a querelle de famille among the French heirs to the Bic pen fortune.
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First Department Recognizes Cause of Action for Specific Performance of LLC Member Voting Agreement
Statutes and caselaw have imposed several limitations on shareholders’ ability to enter into enforceable voting agreements. But those limitations apply in the corporate context—few have migrated over to LLC member voting agreements. And as a recent decision from the First Department demonstrates, LLC member voting agreements may have fewer formality requirements than one might expect.
Continue Reading First Department Recognizes Cause of Action for Specific Performance of LLC Member Voting Agreement