This week’s New York Business Divorce looks at partnerships — what gives them legal recognition and what doesn’t — in light of a recent appellate ruling dismissing a claim for breach of an oral partnership agreement.
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Partnerships
It’s a Partnership! No, It’s an LLC! No, It’s Both!
By Peter Mahler on
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. …
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In Dispute Over Partnership’s Conversion to LLC, Court Finds No Duty to “Spoon-Feed” Sophisticated Investor
By Peter Mahler on
Posted in LLCs, Partnerships
The Latin maxim, “equity aids the vigilant, not those who slumber on their rights,” steals the show in this week’s New York Business Divorce featuring a recent New Jersey appellate ruling affirming the dismissal of a challenge to the conversion of a limited partnership to an LLC.…
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Suing on Behalf of People You’re Suing Can Sink a Derivative Lawsuit — Especially If You Have a Litigious Nature
By Peter Mahler on
The Manhattan Commercial Division recently dismissed derivative claims by a partner in a family-owned realty partnership based on conflicts of interest and his “litigious nature”. Learn more about this unusual and instructive case in this week’s New York Business Divorce. …
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A Pair of Unbrotherly Business Altercations Go to Trial
By Peter Mahler on
This week’s New York Business Divorce features a pair of post-trial decisions by Justice Timothy Dufficy in two cases — one seeking dissolution of an LLC, the other seeking to establish a de facto partnership — both of which involved contested ownership as between two sets of brothers.…
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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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Court of Appeals to Decide Controversial Partnership Dissolution Case
By Peter Mahler on
New York’s highest court last week agreed to hear an appeal in a case that raises important issues concerning wrongful dissolution, damages, and valuation discounts under New York’s partnership law. Learn more in this week’s New York Business Divorce.…
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Limited Partners Take a Licking in Two Delaware Supreme Court Decisions
By Peter Mahler on
A pair of important decisions last month by the Delaware Supreme Court handed defeats to limited partners challenging conflicted asset sales by the general partner. Learn more in this week’s New York Business Divorce.…
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How to Avoid Bad Blood Over Goodwill in Professional Partnership Valuations
By Peter Mahler on
A recent decision by Justice Richard Platkin concerning a dispute over the inclusion of goodwill value in a partnership valuation case takes the spotlight in this week’s New York Business Divorce. …
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Partner Who Wrongfully Dissolved Partnership Hit With Whopping 66% Minority Discount
By Peter Mahler on
A minority partner paid a heavy price for wrongfully dissolving the partnership in an appellate ruling last week applying a 66% minority discount — along with marketability and goodwill discounts and offsets for damages — to the value of the partner’s interest. It’s in this week’s New York Business Divorce. …
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