This week’s post examines how a premature $50 million buyback notice and a hurried $140 million third-party sale collided—leaving both transactions invalid and the Elie Tahari joint venturers stuck together, at least for now.
I’m a word person. One of the reasons I like reading e-books is any time I come across a word that’s new to me or unusual, I tap on it and up pops a definition. Not quite as convenient when reading court decisions, so when I read the phrase “liminal legal space” in a very
Two decisions—just over 10 weeks apart—show business divorce litigants the power and limitations of the implied covenant of good faith and fair dealing.
Some business divorce cases are about money. Others are about control. Today’s case, Homapour v 3M Properties LLC, 2026 NY Slip Op 04371 (1st Dept 2026), is about both.
As we often see with second and third generation closely-held family businesses, the informal trust and family hierarchy that may have helped build the enterprise
LLCs are like people. They can have the occasional existential crisis. Read about one LLC in search of purpose in this week’s New York Business Divorce.
Don’t snicker at that promissory estoppel claim buried in your opponent’s complaint. Every once in a while, a cause of action for promissory estoppel can salvage an otherwise nonviable claim for equity ownership in the form of a fallback damages remedy. Have a read in this week’s New York Business Divorce.
Continue Reading A Wrong in Search of a Remedy: Promissory Estoppel
Litigation over who is—and who is not—a member of a limited liability company has become a defining feature of LLCs. A recent First Department decision suggests a shift away from informality and back toward strict compliance with the contractual mechanics of admission.
Continue Reading Promise of Equity Falls to Operating Agreement’s Rigid Admission Requirements
Three states, three LLC disputes, three appellate rulings. Who could ask for more?
Continue Reading A Cross-Country Trio of Appellate Decisions Tackles Novel LLC Disputes
When an LLC operating agreement permits action upon majority consent, can a minority member nonetheless challenge that action as a breach of the majority’s fiduciary duties? The Fourth Department weighs in.
Continue Reading Can Majority-Authorized Action Still Breach Fiduciary Duty?
Can a three-person minority outvote a four-person majority to oust the majority-appointed, longtime CEO of a profitable company (who also happens to be the founder of the company) in a vote requiring supermajority approval?
The math ain’t mathing, you may be saying to yourself.
But today, we explore a case—SJI Renewable Entery Ventures LLC,