The Appellate Division, Second Department’s ruling last month in Berhend v. New Windsor Group, LLC illustrates the disastrous results when care is not taken by the assignee of an LLC interest to determine the validity of the assignor’s interest and the existence of transfer restrictions in the LLC’s operating agreement. Get the full story in this week’s New York Business Divorce.
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Operating Agreement
The Curious Case of the Expelled LLC Member Bound by Operating Agreement He Never Signed
Shapiro v Ettenson, known as the case that made it extra dangerous for minority members of New York LLCs without written operating agreements, reappears in this week’s New York Business Divorce on the occasion of a recent decision concerning member expulsion. …
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A Case of LLC Withdrawal Symptoms

This week’s New York Business Divorce highlights an interesting decision by Commercial Division Justice Andrea Masley addressing claims that the minority members of an LLC breached the operating agreement’s anti-withdrawal provisions by demanding a buyout and bringing a damages suit against the managing members.
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Court Takes Ambiguity Off the Menu of Restaurant’s LLC Agreement

The restaurant business is tough enough without squabbling between co-owners. This week’s New York Business Divorce examines a recent case in which LLC members had a falling out over the ownership of a restaurant’s trademark and other disputes. …
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LLC Survives Member’s Death. Dissolution Petition Doesn’t.

Last week, the Appellate Division affirmed an order dismissing an unusual LLC dissolution petition based on the death of one of its members — 11 years earlier. Get the full story in this week’s New York Business Divorce.
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Operating Agreement Spawns Multiple Disputes Between 50/50 Members of Realty Holding LLC

Entering its fifth year of litigation featuring two rulings by the Appellate Division in 2017 and last week, the case of Rubin v Baumann is another example of LLCs that suffer from inadequate operating agreements. Learn more in this week’s New York Business Divorce. …
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The Perils of Indeterminate LLC Membership Interests

What do you get when you combine LLC membership interests determined by variable capital accounts with an off-the-shelf form operating agreement? Litigation, of course! Get the story in this week’s New York Business Divorce.
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Pave Paradise, Put Up a Purposeful Parking Lot

This week’s New York Business Divorce visits the Bluegrass State for an interesting appellate ruling in an LLC dissolution case concerning the operating agreement’s purpose clause.
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Statute Trumps LLC Agreement’s Voting Rights Provision in Dispute Over Manager’s Removal

This week’s New York Business Divorce examines a highly interesting appellate opinion in a California case centering on whether the operating agreement required unanimous member approval to remove the designated managing member.
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Trouble Down on the Farm: The Importance of Using Experienced Counsel When Forming an LLC

This week’s New York Business Divorce tells the cautionary tale of LLC planning gone amiss at the hands of inexperienced counsel, resulting in the LLC’s dissolution following the death of its sole member.
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