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.
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The Corporation is Becoming More Contract Focused, But Don’t Call it an LLC Just Yet
We’re blurring the lines between the corporation and the LLC. But I’d still rather be a minority shareholder in a New York corporation than a minority owner of a New York LLC. Find out why in this week’s post.
Continue Reading The Corporation is Becoming More Contract Focused, But Don’t Call it an LLC Just Yet
Winter Case Notes: Punitive Damages Awarded for Breach of Fiduciary Duty and Other Recent Decisions of Interest
This week’s New York Business Divorce offers its annual Winter Case Notes with synopses of three recent, noteworthy decisions by New York courts.
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Do Non-Manager, Minority LLC Owners Owe Fiduciary Duties?
In this week’s New York Business Divorce, read about a new decision from New York County Commercial Division Justice Andrea J. Masley addressing an important, unresolved question of New York law: whether, and if so, to what extent, do minority LLC members owe fiduciary duties?
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Has the Time Come for New York to Follow Delaware and Officially Pronounce Deadlock as Ground for LLC Dissolution?
Two-member, 50/50 LLCs are natural fodder for deadlock. This week’s New York Business Divorce questions whether New York’s standard for LLC dissolution takes too narrow an approach to deadlock.
Continue Reading Has the Time Come for New York to Follow Delaware and Officially Pronounce Deadlock as Ground for LLC Dissolution?
Business Divorce in the Divorce Courts
In this week’s New York Business Divorce, read about a rare example of a judicial dissolution proceeding litigated in the Matrimonial Division of New York’s Supreme Court.
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Scrivener’s Error Keeps Sailboat-Owning LLC Afloat
A court is empowered to correct a mistake solely in the reduction of an agreement to writing. This week’s post shows that power at work in the interpretation of a sailboat-owning LLC’s operating agreement.
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The Art of Manager Removal
Combine a business divorce with a marital divorce and what do you get? Find out in this week’s New York Business Divorce.
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LLC Forced Buy-Out Pits Fair Value Against Fair Market Value Against Power to Amend Operating Agreement
If you want to find out what can happen when an LLC agreement authorizes member removal for any or no reason but doesn’t address compensation for the terminated member’s interest, read this week’s New York Business Divorce.
Continue Reading LLC Forced Buy-Out Pits Fair Value Against Fair Market Value Against Power to Amend Operating Agreement