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.
Continue Reading LLC Survives Member’s Death. Dissolution Petition Doesn’t.
Operating Agreement
Operating Agreement Spawns Multiple Disputes Between 50/50 Members of Realty Holding LLC
By Peter A. Mahler on
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. …
Continue Reading Operating Agreement Spawns Multiple Disputes Between 50/50 Members of Realty Holding LLC
The Perils of Indeterminate LLC Membership Interests
By Peter A. Mahler on
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.
Continue Reading The Perils of Indeterminate LLC Membership Interests
Pave Paradise, Put Up a Purposeful Parking Lot
By Peter A. Mahler on
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.
Continue Reading Pave Paradise, Put Up a Purposeful Parking Lot
Statute Trumps LLC Agreement’s Voting Rights Provision in Dispute Over Manager’s Removal
By Peter A. Mahler on
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.
Continue Reading Statute Trumps LLC Agreement’s Voting Rights Provision in Dispute Over Manager’s Removal
Trouble Down on the Farm: The Importance of Using Experienced Counsel When Forming an LLC
By Peter A. Mahler on
Posted in LLCs, Operating Agreement
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?
By Peter A. Mahler on
Posted in LLCs, Operating 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
By Peter A. Mahler on
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
By Peter A. Mahler on
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?
By Peter A. Mahler on
Posted in LLCs, Operating Agreement
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?