It’s common practice to convert old realty-holding general partnerships to LLCs for financing and liability purposes. Given that partnerships and LLCs are distinct entity forms governed by distinct statutes, can a pre-conversion partnership agreement nonetheless be enforced among the post-conversion LLC members? Find out in this week’s New York Business Divorce.
Continue Reading It’s a Partnership! No, It’s an LLC! No, It’s Both!
Operating Agreement
Delaware Ruling Highlights Difference With New York Over Amending LLC Agreements
By Peter A. Mahler on
This week’s New York Business Divorce compares two recent New York and Delaware decisions reaching opposite results on the issue of amending LLC agreements without the unanimous consent of the members. You may be surprised to learn which state offers minority members greater protection.
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Aim Carefully Before Pulling Trigger on Shotgun Buy-Sell Agreement
By Peter A. Mahler on
Shotgun buy-sell provisions frequently are included in shareholder and operating agreements, but there’s little evidence that business owners “pull the trigger” with any frequency. This week’s New York Business Divorce looks at one of the rare litigations involving a shotgun provision in action. …
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Business Divorce Nation: Five States, Five Cases
By Peter A. Mahler on
It’s time for another trip across the country with this week’s New York Business Divorce, as it examines five decisions last year by courts outside New York in business divorce cases. …
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Beware Diversity Trap in Federal Court Business Divorce Cases Involving LLCs
By Peter A. Mahler on
This week’s New York Business Divorce examines the “diversity trap” in business divorce cases involving LLCs brought in federal court, highlighting a recent decision by SDNY District Judge Edgardo Ramos dismissing for lack of jurisdiction a suit between former law firm partners.
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Winter Case Notes: De Facto Partnership and Other Recent Decisions of Interest
This week’s New York Business Divorce offers its annual Winter Case Notes with synopses of four recent decisions by Supreme Court Justices Elizabeth Emerson, Stephen Bucaria, and Charles Ramos in cases involving partnership, close corporation, and LLC disputes.
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Thinking About Becoming a Minority Member of a New York LLC Without an Operating Agreement? Think Again
By Peter A. Mahler on
Few recent cases in the business divorce field are as important as last week’s appellate affirmance in the Shapiro case, allowing majority LLC members to adopt an operating agreement that binds non-signatory minority members. Get the story in this week’s New York Business Divorce.
Continue Reading Thinking About Becoming a Minority Member of a New York LLC Without an Operating Agreement? Think Again
Operating Agreement Trumps Falsified Liquor License Application In Dispute Over LLC Membership
By Franklin C. McRoberts on
The case featured in this week’s New York Business Divorce illustrates the havoc that can follow when company owners create inconsistent ownership records for purposes of deceiving government agencies.
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Another Frozen-Out Minority LLC Member’s Petition for Dissolution Bites the . . . Sushi?
By Peter A. Mahler on
Brooklyn’s newest Commercial Division Justice, Sylvia G. Ash, last month handed down an interesting decision denying a petition for judicial dissolution of an LLC brought by a 25% member alleging freeze-out. Catch up with the latest developments in this week’s New York Business Divorce.
Continue Reading Another Frozen-Out Minority LLC Member’s Petition for Dissolution Bites the . . . Sushi?
Court Finds No Breach of Operating Agreement, No Basis to Enjoin LLC Freeze-Out Merger
By Peter A. Mahler on
The LLC freeze-out merger has been referred to by one scholar as “hidden statutory expulsion.” In a decision last month featured in this week’s New York Business Divorce, Manhattan Commercial Division Justice Charles Ramos refused to enjoin a freeze-out merger challenged by minority members of an LLC who claimed that it violated the LLC’s operating agreement.
Continue Reading Court Finds No Breach of Operating Agreement, No Basis to Enjoin LLC Freeze-Out Merger