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.
Continue Reading Trouble Down on the Farm: The Importance of Using Experienced Counsel When Forming an LLC
Who Gets to Play the Bankruptcy Card Under Your LLC Agreement?
This week’s New York Business Divorce examines a rare court case at the intersection of business divorce and bankruptcy law, in which the court had to decide whether one of several managing members of an LLC had authority on his own to file a bankruptcy petition on the LLC’s behalf.
Continue Reading Who Gets to Play the Bankruptcy Card Under Your LLC Agreement?
Outlawing of LLC’s Short-Term Rental Business Brings Long-Term Litigation
Ill-fated hardly begins to describe the legislatively doomed LLC involved in the lawsuit featured in this week’s New York Business Divorce. You won’t want to miss it.
Continue Reading Outlawing of LLC’s Short-Term Rental Business Brings Long-Term Litigation
Think Twice Before Putting 100% Quorum Requirement in By-Laws or LLC Agreement
This week’s New York Business Divorce examines an unusual case centering on an atypical quorum provision in an operating agreement requiring the presence of all managers in order to conduct any business.
Continue Reading Think Twice Before Putting 100% Quorum Requirement in By-Laws or LLC Agreement
Does an Inactive Member of a Member-Managed LLC Owe Fiduciary Duties?
This week’s New York Business Divorce examines a noteworthy decision by Manhattan Commercial Division Justice Barry Ostrager in which he held that a member of a member-managed LLC owes fiduciary duties regardless whether the member actively participates in the LLC’s management.
Continue Reading Does an Inactive Member of a Member-Managed LLC Owe Fiduciary Duties?
Inspection Rights, Oral Operating Agreements, and Other Pop-Diva Delights
Over the last several years, the books-and-records proceeding and its corresponding shareholder rights of inspection seem to have entered a bit of renaissance period in the courts. We here at New York Business Divorce have reported on at least nine decisions primarily addressing the topic since September 2014, going on record to proclaim the phenomenon as a “boost” for the summary proceeding, by which minority owners in closely-held businesses can get a window into the management and operation of the companies from which they’ve been shut out. We’ve even gone so far as to suggest that books-and-records proceedings may be “on a roll” of late, both in terms of an expansion what constitutes a “proper purpose” for bringing the proceeding, as well as in terms of the scope of information attainable.
That trend, at least with respect to the frequency with which issues related to inspection rights are being litigated, appears to be continuing into 2018. What follows are summaries of three of this year’s more notable decisions addressing inspection rights – all from Manhattan Supreme Court, as it happens.
But first, a quick refresher on the subject matter at hand…
Continue Reading Inspection Rights, Oral Operating Agreements, and Other Pop-Diva Delights
Does This Decision Put the Brakes on Non-Unanimous Amendments to Operating Agreements?
It’s back! For the third week in a row, New York Business Divorce examines a decision by Manhattan Commercial Division Justice Saliann Scarpulla in a multi-faceted feud among members of the Yu family, this time requiring the court to balance the fiduciary duty owed by LLC managers against the right to amend the operating agreement without the consent of the affected minority member.
Continue Reading Does This Decision Put the Brakes on Non-Unanimous Amendments to Operating Agreements?
Judicial Dissolution and the Weaponized LLC
This weeks New York Business Divorce examines a recent decision by Justice Saliann Scarpulla, dismissing a complaint seeking judicial dissolution of two family-owned LLCs in which the plaintiff alleged that his siblings’ actions were in furtherance of a “personal vendetta.”
Continue Reading Judicial Dissolution and the Weaponized LLC
Anyone Think Binding Mediation to Break Deadlock Is a Good Idea?
This week’s New York Business Divorce analyzes the use of binding mediation to resolve deadlock between 50/50 business owners, a device whose use was affirmed on appeal in a decision last week by the Appellate Division, First Department.
Continue Reading Anyone Think Binding Mediation to Break Deadlock Is a Good Idea?
If LLC Agreement Must Be in Writing, Must it Be Signed?
An appellate ruling last week in a dispute between a putative 50% LLC member and the other party claiming to be the sole member raises the issue whether a written operating agreement, to be enforceable, requires signatures. Read more in this week’s New York Business Divorce.
Continue Reading If LLC Agreement Must Be in Writing, Must it Be Signed?